MIAX PEARL, LLC Form 1 Application - Exhibit C › rules › other › 2016 › exhibit-c-combined.pdfMIAX PEARL Form 1 Exhibit C – Page 4 Audit Committee of Miami International

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MIAX PEARL Form 1 Exhibit C – Page 1

EXHIBIT C Exhibit Request: For each subsidiary or affiliate of the applicant, and for any entity with whom the applicant has a contractual or other agreement relating to the operation of an electronic trading system to be used to effect transactions on the exchange (“System”), provide the following information: 1. Name and address of organization. 2. Form of organization (e.g., association, corporation, partnership, etc.). 3. Name of state and statute citation under which organized. Date of incorporation in

present form. 4. Brief description of nature and extent of affiliation. 5. Brief description of business or functions. Description should include

responsibilities with respect to operation of the System and/or execution, reporting, clearance, or settlement of transactions in connection with operation of the System.

6. A copy of the constitution. 7. A copy of the articles of incorporation or association including all amendments. 8. A copy of existing by-laws or corresponding rules or instruments. 9. The name and title of the present officers, governors, members of all standing

committees, or persons performing similar functions. 10. An indication of whether such business or organization ceased to be associated

with the applicant during the previous year, and a brief statement of the reasons for termination of the association.

Response:

A. MIAMI INTERNATIONAL HOLDINGS, INC.

1. Name: Miami International Holdings, Inc. Address: 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540

2. Form of organization: Corporation. 3. Name of state, statute under which organized and date of incorporation: Delaware,

Delaware General Corporation Law (8 Del. C. § 101, et seq), on November 14, 2007.

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4. Brief description of nature and extent of affiliation: MIAX PEARL, LLC is a wholly-ownedsubsidiary of Miami International Holdings, Inc.

5. Brief description of business or functions: Miami International Holdings, Inc. (“MiamiHoldings”) is a holding company which holds 100% of the equity of Miami InternationalSecurities Exchange, LLC, MIAX PEARL, LLC, Miami International Technologies, LLC,MIAX Global, LLC, and Miami International Futures Exchange, LLC. Miami InternationalHoldings, Inc. will be the entity through which the ultimate owners of the applicantindirectly hold their ownership interest in the applicant and its affiliates.

6. A copy of the constitution: Not applicable.

7. A copy of the articles of incorporation or association including all amendments: TheAmended and Restated Certificate of Incorporation dated October 16, 2015 isattached.

8. A copy of existing by-laws or corresponding rules or instruments: The Amended andRestated By-Laws dated June 27, 2015 are attached.

9. The name and title of the present officers, governors, members of all standingcommittees, or persons performing similar functions:

Officers of Miami International Holdings, Inc.

The following persons are the officers of Miami International Holdings, Inc.:

Name Title

Thomas P. Gallagher Chairman and Chief Executive Officer

Douglas M. Schafer, Jr. Chief Information Officer and Executive Vice President

Barbara Comly Executive Vice President, General Counsel and Corporate Secretary

Paul Warner Executive Vice President and Chief Financial Officer

Edward Deitzel Executive Vice President and Chief Regulatory Officer

Shelly Brown Senior Vice President – Strategic Planning and Operations

Randy Foster Senior Vice President – Business Systems Development

Harish Jayabalan Senior Vice President – Chief Risk Officer

Matthew Rotella Senior Vice President – Trading Systems Development and Systems Operations

Frank Ziegler Senior Vice President – Systems Infrastructure

Deborah Carroll Senior Vice President – Associate General Counsel

Shawn Hughes Vice President – Project Management

John Masserini Chief Security Officer and Vice President – Information Security

Amy Neiley Vice President – Trading Operations and Listings

Tia Toms Vice President – Administration

Richard Rudolph Vice President and Senior Counsel

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Name Title

James O’Neil Vice President and Director of Physical Security and Safety

Gregory Ziegler Assistant Vice President and Associate Counsel

Kelly Fitzgerald Assistant Vice President – Controller

The officers of Miami International Holdings, Inc. serve until their successors are appointed in accordance with the By-Laws of Miami International Holdings, Inc. Officers of Miami International Holdings, Inc. serve at the direction of the Board of Directors.

Directors of Miami International Holdings, Inc.

The following persons are the directors of Miami International Holdings, Inc.:

Name

Thomas P. Gallagher (Chairman)

Talal Jassim Al-Bahar

Abdulwahab Ahmad Al-Nakib

Sayer B. Al-Sayer

Michael P. Ameen

Albert M. Barro, Jr.

Barry J. Belmont

Ricardo Blach

Christopher Brady

Dr. John P. Davis

Khaled Magdy El-Marsafy

William W. Hopkins

Thomas J. Kelly, Jr.

Jack G. Mondel

William J. O’Brien III

Col. Clinton Pagano

Robert D. Prunetti

Mark F. Raymond

Douglas M. Schafer, Jr.

Cynthia Schwarzkopf

Paul V. Stahlin

Byrum W. Teekell

Timur Tillyaev

Christopher L. Whittington

Jassem Hassan Zainal

Directors of Miami International Holdings, Inc. serve one year terms.

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Audit Committee of Miami International Holdings, Inc.

The following persons are members of the Audit Committee of Miami International Holdings, Inc.:

Name

Paul V. Stahlin (Chairman)

Michael P. Ameen

Khaled Magdy El-Marsafy

Compensation Committee of Miami International Holdings, Inc.

The following persons are members of the Compensation Committee of Miami International Holdings, Inc.:

Name

Talal Jassim Al-Bahar (Chairman)

Christopher D. Brady

Thomas J. Kelly

Mark F. Raymond

Byrum W. Teekell

10. An indication of whether such business or organization ceased to be associated with theapplicant during the previous year, and a brief statement of the reasons for terminationof the association: Not applicable.

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B. MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC

1. Name: Miami International Securities Exchange, LLC Address: 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540

2. Form of organization: Limited Liability Company.

3. Name of state, statute under which organized and date of incorporation: Delaware, Delaware General Corporation Law (8 Del. C. § 101, et seq), on September 10, 2007.

4. Brief description of nature and extent of affiliation: Miami International Securities

Exchange, LLC is wholly-owned by Miami International Holdings, Inc., which is the applicant's 100% owner.

5. Brief description of business or functions: Miami International Securities Exchange, LLC (“MIAX Options”) is registered as a National Securities Exchange under Section 6 of the Securities Exchange Act of 1934, as amended. Miami International Securities Exchange, LLC operates a fully electronic options trading platform.


7. A copy of the articles of incorporation or association including all amendments: The

Amended and Restated Certificate of Formation dated June 17, 2011 is attached.

8. A copy of existing by-laws or corresponding rules or instruments: The Second Amended and Restated Limited Liability Company Agreement dated December 1, 2012, and Amended and Restated By-Laws dated May 20, 2016 are attached.

9. The name and title of the present officers, governors, members of all standing committees, or persons performing similar functions:

Officers of Miami International Securities Exchange, LLC

The following persons are the officers of Miami International Securities Exchange, LLC:

Name Title





Edward Deitzel Executive Vice President, Chief Regulatory Officer and Chief Compliance Officer

Shelly Brown Executive Vice President – Strategic Planning and Operations

John Smollen Executive Vice President – Head of Exchange Traded Products and Strategic Relations

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Name Title


Harish Jayabalan Senior Vice President – Chief Risk Officer



Deborah Carroll Senior Vice President, Associate General Counsel and Assistant Corporate Secretary

Richard Ross Senior Vice President of Exchange Traded Products

Joseph S. Bracco Senior Vice President – Head of Sales

Richard Rudolph Vice President and Senior Counsel

Shawn Hughes Vice President – Project Management

John Masserini Chief Security Officer and Vice President – Information Security

Amy Neiley Vice President – Trading Operations and Listings

Lawrence O’Leary Vice President – Market Surveillance

Laurence Gardner Vice President – Regulatory Operations

Tia Toms Vice President – Administration


Gregory Ziegler Assistant Vice President and Associate Counsel


The officers of Miami International Securities Exchange, LLC serve until their successors are appointed in accordance with the By-Laws of Miami International Securities Exchange, LLC. Officers of Miami International Securities Exchange, LLC will serve at the direction of the Board of Directors.

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Directors of Miami International Securities Exchange, LLC

The following persons are the directors and Board observers of Miami International Securities Exchange, LLC:

Directors

Thomas P. Gallagher

Michael P. Ameen

John Beckelman

William T. Bergman

Lindsay L. Burbage

Robert Castrignano

Marianne Deane

John DiBacco, Jr.

Meaghan Dugan

Kurt M. Eckert

Leslie Florio

Sean Flynn

H. Dale Herring

Lawrence E. Jaffe

Paul Jiganti

John A. Kinahan

John E. McCormac

William J. O’Brien IV

Robert D. Prunetti

Joseph Sellitto

Cynthia Schwarzkopf

J. Gray Teekell

Observers

Guy Dowman

Michael Harrington

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Committees of Miami International Securities Exchange, LLC

The standing committees of the Board and the persons appointed to sit on the standing committees are as follows:

Audit Committee

Robert D. Prunetti (Chair)

Michael P. Ameen

John E. McCormac

Compensation Committee

J. Gray Teekell (Chair)

William T. Bergman

Robert D. Prunetti

Regulatory Oversight Committee

Lindsay L. Burbage (Chair)

Leslie Florio

Lawrence E. Jaffe

Appeals Committee

Lawrence Jaffe (Chair)

Robert Castrignano

Kurt M. Eckert

Finance Committee

Michael P. Ameen (Chair)

John Beckelman

Marianne Deane

H. Dale Herring

John E. McCormac

J. Gray Teekell

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Technology Committee

Leslie Florio (Chair)

Robert Castrignano

Marianne Deane

Meaghan Dugan

Kurt M. Eckert

John A. Kinahan

John E. McCormac

William J. O’Brien IV

J. Gray Teekell

10. An indication of whether such business or organization ceased to be associated with the

applicant during the previous year, and a brief statement of the reasons for termination of the association: Not applicable.

C. MIAMI INTERNATIONAL TECHNOLOGIES, LLC

1. Name: Miami International Technologies, LLC Address: 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540

2. Form of organization: Limited Liability Company. 3. Name of state, statute under which organized and date of incorporation: Delaware,

Delaware General Corporation Law (8 Del. C. § 101, et seq), on May 12, 2010. 4. Brief description of nature and extent of affiliation: Miami International Technologies,

LLC ("MIAX Technologies") is wholly-owned by Miami International Holdings, Inc., which is the applicant's 100% owner. MIAX Technologies is the surviving company in a merger with ITX Technologies, LLC, a New Jersey limited liability company which ceased to exist upon the merger with MIAX Technologies on June 29, 2010.

5. Brief description of business or functions: MIAX Technologies engages in the sale and

licensing of trading and information technology to unrelated third parties. 6. A copy of the constitution: Not applicable.



8. A copy of existing by-laws or corresponding rules or instruments: The First Amended and Restated Limited Liability Company Agreement dated May 20, 2011 is attached.

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Officers of Miami International Technologies, LLC

The following persons are the officers of Miami International Technologies, LLC:

Name Title


Douglas M. Schafer, Jr. President and Chief Information Officer






Deborah Carroll Senior Vice President and Associate General Counsel

Harish Jayabalan Vice President - Technical Support and Product Specialist

Tia Toms Vice President - Administration



Directors of Miami International Technologies, LLC

The following persons are the directors of Miami International Technologies, LLC:

Name

Thomas P. Gallagher


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D. MIAX GLOBAL, LLC

1. Name: MIAX Global, LLCAddress: 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540


3. Name of state, statute under which organized and date of incorporation: Delaware,Delaware General Corporation Law (8 Del. C. § 101, et seq), on June 30, 2015.

4. Brief description of nature and extent of affiliation: MIAX Global, LLC (“MIAX Global”) iswholly-owned by Miami International Holdings, Inc., which is the applicant's 100%owner.

5. Brief description of business or functions: MIAX Global focuses on the company’strading, technology and other projects primarily based outside of North America, initiallyfocusing on Europe and Latin America.


7. A copy of the articles of incorporation or association including all amendments: TheCertificate of Formation dated June 30, 2015 is attached.

8. A copy of existing by-laws or corresponding rules or instruments: The Limited LiabilityCompany Agreement dated June 30, 2015 is attached.


Officers of MIAX Global, LLC

The following persons are the officers of MIAX Global, LLC:

Name Title





Jeromee Johnson Executive Vice President – Head of International Market Development

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Directors of MIAX Global, LLC The following persons are the directors of MIAX Global, LLC:

Name

Thomas P. Gallagher

10. An indication of whether such business or organization ceased to be associated with the

applicant during the previous year, and a brief statement of the reasons for termination of the association: Not applicable.

E. MIAMI INTERNATIONAL FUTURES EXCHANGE, LLC

1. Name: Miami International Futures Exchange, LLC Address: 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540


3. Name of state, statute under which organized and date of incorporation: Delaware, Delaware General Corporation Law (8 Del. C. § 101, et seq), on November 30, 2007.

4. Brief description of nature and extent of affiliation: Miami International Futures

Exchange, LLC ("MIAX Futures") is wholly-owned by Miami International Holdings, Inc., which is the applicant's 100% owner.

5. Brief description of business or functions: MIAX Futures is not yet active. Miami

International Holdings, Inc. may develop MIAX Futures as a futures exchange under the regulation of the CFTC. If MIAX Futures becomes operational, it will perform functions performed by a futures exchange.




8. A copy of existing by-laws or corresponding rules or instruments: The First Amended and Restated Limited Liability Company Agreement dated May 20, 2011 is attached.

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Officers of Miami International Futures Exchange, LLC

The following persons are the officers of Miami International Futures Exchange, LLC:

Name Title




Directors of Miami International Futures Exchange, LLC

The following persons are the directors of Miami International Futures Exchange, LLC:

Name

Thomas P. Gallagher


AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

MIAMI INTERNATIONAL HQLDIJSGS, INC.

MIAMI INTERNATIONAL 'HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (th_e "Corporation"), in accordance with the provisions.of: Section 245 of the (}eneral Corporation Law of the State of Delaware, hereby certifies,as follows:

1. The Certificate of Incorporation of the Corporation was filed with the Sec.retary of St.ate o~f-the State of Delaware on November 14, 2007.

2. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 22, 2008.

3. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State ofthe State of ~laware on May l5, 2008.

4. A Certificate of Designatipn for the Series B Preferred Stock of the Corporation was filed with the Secretary pf State of the State of Delaware on May 30, 2008.

5. A Certificate of Designation for the Series A Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on June 4, 2008.

6. A Certificate of Increase of Shares Designated as Series B Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on November 1, 2010.

7. A Certificate of Elimination for the Series A Preferred Stock of the Corporation was filed with the Secretary of State of the State of Delaware on November l, 2010.

8. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 9,20l0.

9. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 31, 2012.

l 0. This Amended and Restated Certificate of Incorporation of the Corporation amends and restates the Restated Certificate of Incorporation of the Corporation as set forth in Exhibit A attached hereto. This Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 a.nd 245 of the General Corporation Law of the State of Delaware.

1 I. The text of this Amended and Restated Certificate of Incorporation of the Corporation is set forth in Exhibit A attached hereto and made a part hereof.

IN WITNESS WHEREOF, Miami International Holdings, Inc. has caused this Amended and Restated C~rtificate of Incorporation to be executed by its duly authorized officer on this I 5th day of October, 2015.

State of Delaware Secretary of State

Division of Corporations Dtllvered 10:00 AM 10/1612015 FILED 10:00AM10/1612015

SR 20150535314 - FUe Number 4457259

MIAMI INTERNATIONAL HOLDINGS, INC.

~,~ By: - Cl/J/'1c.:- -· , BarbaraJ.co~~ EVP, General Counsel and Corporate Secretary

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF


FIRST: The name of the Corporation is Miami International Holdings, Inc. (hereinafter

the "Corporation").

SECOND: The address of the registered office of the Corporation in the State of

Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of

its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for

which a corporation may be organized under the General Corporation Law of the State of

Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

FOURTH: A. The total number of shares of stock which the Corporation shall have

authority to issue is 625,000,000 shares which are to be divided as follows:

(i) 400,000,000 shares of voting common stock, par value $.001 per share

designated as “Common Stock”;

(ii) 200,000,000 shares of nonvoting common stock, par value $.001 per share

designated as “Nonvoting Common Stock”; and

(iii) 25,000,000 shares of preferred stock, par value $.001 per share designated

as “Preferred Stock”.

Except as set forth in this Article Fourth, the Common Stock and the Nonvoting Common Stock

(together herein, the “Common Shares”) shall have the same rights and privileges and shall rank

equally, share ratably and be identical in all respects as to all corporate matters.

(a) Voting. Except as may be provided in this Amended and Restated

Certificate of Incorporation or as required by law, the Common Stock shall have voting rights in

the election of directors and on all other matters presented to stockholders, with each holder of

Common Stock being entitled to one vote for each share of Common Stock held of record by

such holder on such matters. The Nonvoting Common Stock shall have no voting rights other

than such rights as may be required by the first sentence of Section 242(b)(2) of the GCL or any

similar provision hereafter enacted; provided, that an amendment of this Amended and Restated

Certificate of Incorporation to increase or decrease the number of authorized shares of

Nonvoting Common Stock (but not below the number of shares thereof then outstanding) may be

adopted by resolution adopted by the Board of Directors of the Corporation and approved by the

affirmative vote of the holders of a majority of the voting power of all outstanding shares of

Common Stock of the Corporation and all other outstanding shares of stock of the Corporation

entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the GCL or any

similar provision hereafter enacted, with such outstanding shares of Common Stock and other

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stock considered for this purpose as a single class, and no vote of the holders of any shares of

Nonvoting Common Stock, voting separately as a class, shall be required therefor.

(b) Dividends. Subject to the rights of the holders of any series of Preferred

Stock, holders of Common Stock and holders of Nonvoting Common Stock shall be entitled to

receive such dividends and distributions (whether payable in cash or otherwise) as may be

declared on the Common Shares by the Board of Directors of the Corporation from time to time

out of assets or funds of the Corporation legally available therefore; provided, that the Board of

Directors of the Corporation shall declare no dividend, and no dividend shall be paid, with

respect to any outstanding share of Common Stock or Nonvoting Common Stock, whether in

cash or otherwise (including any dividend in shares of Common Stock on or with respect to

shares of Common Stock or any dividend in shares of Nonvoting Common Stock on or with

respect to shares of Nonvoting Common Stock (collectively, “Stock Dividends”)), unless,

simultaneously, the same dividend is declared or paid with respect to each share of Common

Stock and Nonvoting Common Stock. The declaration of Stock Dividends shall be subject to the

provisions set forth in Article Ninth below and if the Corporation declares any Stock Dividends

and such declaration would violate the provisions of Article Ninth with respect to any

stockholder, then the Corporation shall only issue to such stockholder a certificate or certificates

for the maximum amount of Stock Dividends that may be issued that would not violate the

provisions of Article Ninth. The Corporation shall issue any Stock Dividends in full to any

stockholder where such declaration would not violate the provisions of Article Ninth. If a Stock

Dividend is declared or paid with respect to one class, then a Stock Dividend shall likewise be

declared or paid with respect to the other class and shall consist of shares of such other class in a

number that bears the same relationship to the total number of shares of such other class, issued

and outstanding immediately prior to the payment of such dividend, as the number of shares

comprising the Stock Dividend with respect to the first-referenced class bears to the total number

of shares of such first-referenced class, issued and outstanding immediately prior to the payment

of such dividend. Stock Dividends with respect to Common Stock may be paid only with shares

of Common Stock. Stock Dividends with respect to Nonvoting Common Stock may be paid

only with shares of Nonvoting Common Stock. Notwithstanding the foregoing, in the case of

any dividend in the form of capital stock of a subsidiary of the Corporation, the capital stock of

the subsidiary distributed to holders of Common Stock shall be identical to the capital stock of

the subsidiary distributed to holders of Nonvoting Common Stock, except that the capital stock

distributed to holders of Common Stock may have full or any other voting rights and the capital

stock distributed to holders of Nonvoting Common Stock shall be non-voting to the same extent

as the Nonvoting Common Stock is non-voting.

(c) Subdivisions, Combinations and Mergers. If the Corporation shall in

any manner split, subdivide or combine the outstanding shares of Common Stock or the

outstanding shares of Nonvoting Common Stock, the outstanding shares of the other such class

of the Common Shares shall likewise be split, subdivided or combined in the same manner

proportionately and on the same basis per share. In the event of any merger, statutory share

exchange, consolidation or similar form of corporate transaction involving the Corporation

(whether or not the Corporation is the surviving entity), the holders of Common Stock and the

holders of Nonvoting Common Stock shall be entitled to receive the same per share

consideration, if any, except that any securities received by holders of Common Stock in

consideration of such stock may have full or any other voting rights and any securities received

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by holders of Nonvoting Common Stock in consideration of such stock shall be non-voting to the

same extent as the Nonvoting Common Stock is non-voting.

(d) Rights on Liquidation. Subject to the rights of the holders of any series

of Preferred Stock, in the event of any liquidation, dissolution or winding-up of the Corporation

(whether voluntary or involuntary), the assets of the Corporation available for distribution to

stockholders shall be distributed in equal amounts per share to the holders of Common Stock and

the holders of Nonvoting Common Stock, as if such classes constituted a single class. For

purposes of this subsection (d), a merger, statutory share exchange, consolidation or similar

corporate transaction involving the Corporation (whether or not the Corporation is the surviving

entity), or the sale, transfer or lease by the Corporation of all or substantially all its assets, shall

not constitute or be deemed a liquidation, dissolution or winding-up of the Corporation.

(e) Conversion of Nonvoting Common Stock.

(i) Optional Conversion. Subject to the provisions set forth in Article Ninth

below, each one share of the Nonvoting Common Stock will be convertible at the option

of the holder thereof into one fully paid and non-assessable share of Common Stock,

subject to adjustment as provided in this Article Fourth. If any stockholder purports to

convert any shares of Nonvoting Common Stock that would violate the provisions of

Article Ninth, then the Corporation shall only issue to such stockholder a certificate or

certificates for the maximum number of shares of Common Stock that may be issued that

would not violate the provisions of Article Ninth.

(ii) Mechanics of Optional Conversion. The holder of any certificate for

Nonvoting Common Stock shall be entitled to request conversion of all or part of its

Nonvoting Common Stock at any time by delivering a written notice to the attention of

the Secretary or Treasurer of the Corporation at the Corporation’s principal place of

business of its desire to convert its Nonvoting Common Stock and receive a replacement

certificate or certificates therefor, specifying the number of shares of Nonvoting Common

Stock to be so converted and the holder’s calculation of the Nonvoting Conversion Rate.

In the event of any disagreement between the Corporation and the holder as to the correct

Nonvoting Conversion Rate, the Nonvoting Conversion Rate will be finally determined

by an investment banking or brokerage firm with no material prior or current relationship

with the Corporation or any of its subsidiaries selected by the Board in good faith, the

fees and expenses of which will be paid by the Corporation. The Corporation will,

promptly upon receipt of all certificates representing Nonvoting Common Stock of such

holder that are to be converted, issue a certificate or certificates registering the

appropriate number of shares of Common Stock to such holder. Upon optional

conversion as set forth in Subsection (e)(i), the shares of Nonvoting Common Stock so

converted shall be eliminated, and thereafter such shares of Nonvoting Common Stock

shall become and be known as shares of “Common Stock” without further action on the

part of the holder thereof. “Nonvoting Conversion Rate” means the number of shares of

Common Stock into which each share of Nonvoting Common Stock may be converted.

(iii) Reservation of Stock Issuable Upon Conversion. The Corporation will

at all times reserve and keep available out of its authorized but unissued shares of

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Common Stock solely for the purpose of effecting the conversion of the shares of the

Nonvoting Common Stock, such number of its shares of Common Stock as will from

time to time be sufficient to effect the conversion of all then-outstanding shares of the

Nonvoting Common Stock; and if at any time the number of authorized but unissued

shares of Common Stock will not be sufficient to effect the conversion of all then-

outstanding shares of the Nonvoting Common Stock, the Corporation will take such

corporate action as may, in the opinion of its counsel, be necessary to increase its

authorized but unissued shares of Common Stock to such number of shares as will be

sufficient for such purpose.

B. The Board of Directors of the Corporation is authorized, subject to limitations

prescribed by law and the provisions of this Article Fourth, to provide for the issuance from time

to time in one or more series of any number of the shares of Preferred Stock, and, by filing a

certificate pursuant to the GCL, to establish the number of shares to be included in each such

series, and to fix the designation, relative rights, preferences, qualifications and limitations of the

shares of each such series.

The authority of the Board of Directors with respect to each such series shall include, but

not be limited to, determination of the following:

(a) The number of shares constituting that series and distinctive designation of

that series;

(b) The dividend rate on the shares of that series, whether dividends shall be

cumulative, and, if so, from which date or dates, and whether they shall be payable in preference

to, or in another relation to, the dividends payable on any other class or classes or series of stock;

(c) Whether that series shall have voting rights, in addition to the voting rights

provided by law, and, if so, the terms of such voting rights;

(d) Whether that series shall have conversion privileges, and, if so, the terms

and conditions of such conversion, including provision for adjustment of the conversion rate in

such events as the Board of Directors shall determine;

(e) Whether or not the shares of that series shall be redeemable, and, if so, the

terms and conditions of such redemption, including the manner of selecting shares for

redemption if less than all shares are to be redeemed, the date or dates upon or after which they

shall be redeemable, and the amount per share payable in case of redemption, which amount may

vary under different conditions and at different redemption dates;

(f) Whether that series shall be entitled to the benefit of a sinking fund to be

applied to the purchase or redemption of shares of that series, and, if so, the terms and amounts

of such sinking fund;

(g) The rights of the shares of that series in the event of a voluntary or

involuntary liquidation, dissolution or winding up of the Corporation and whether such rights

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shall be in preference to, or in another relation to, the comparable rights of any other class or

classes or series of stock; and

(h) Any other relative rights, preferences and limitations of that series.

Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart

for payment before any dividends shall be paid or declared and set apart for payment on the

shares of Common Stock or Nonvoting Common Stock with respect to the same dividend period.

If upon any voluntary or involuntary liquidation, dissolution or winding up of the

Corporation, the assets available for distribution to holders of shares of Preferred Stock of all

series shall be insufficient to pay such holders the full preferential amount to which they are

entitled, then such assets shall be distributed ratably among the shares of all series of Preferred

Stock in accordance with the respective preferential amounts (including unpaid cumulative

dividends, if any) payable with respect thereto.

C. The first series of Preferred Stock designated as “Series A Preferred Stock” was

eliminated by the filing of a Certificate of Elimination with respect to the Series A Preferred

Stock with the Secretary of State of the State of Delaware on November 1, 2010.

D. The second series of Preferred Stock was designated as “Series B Preferred

Stock” by the filing of a Certificate of Designation with respect to the Series B Preferred Stock

with the Secretary of State of the State of Delaware on May 30, 2008. The number of shares

designated was increased by the filing of a Certificate of Increase with respect to the Series B

Preferred Stock with the Secretary of State of the State of Delaware on November 1, 2010. The

designation, number of shares designated and the powers, preferences and relative participating,

optional and other special rights and the qualifications, limitations and restrictions thereof are as

follows:

SERIES B PREFERRED STOCK

1. Certain Defined Terms, etc. In addition to the terms defined elsewhere

herein, certain capitalized terms used in this Article Fourth Section D have the meanings

given to them in Article Fourth, Section D, Section 10. References in this Article Fourth

Section D to Sections are, unless otherwise stated, references to Sections herein.

2. Designation. Of the 25,000,000 shares of Preferred Stock, par value

$.001 per share, that the Corporation is authorized to issue, there are hereby designated

Ten Million (10,000,000) as “Series B Preferred Stock” having the powers, preferences

and relative participating, optional and other special rights and the qualifications,

limitations and restrictions set forth in this Article Fourth Section D (the “Series B

Preferred”).

3. Dividends and Distributions. The Series B Preferred shall be entitled to

receive dividends and distributions, at the same time and in the same manner as the

Common Stock, and in an amount per share equal to the amount per share that the shares

of Common Stock into which such Series B Preferred are convertible would have been

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entitled to receive if such Series B Preferred had been so converted into Common Stock

as of the record date established for determining holders entitled to dividends, or if no

such record date is established, as of the time of declaration of any such dividend or

distribution.

4. Voting Rights. (a) The Series B Preferred will have the right to vote or

consent in writing as set forth in this Section 4.

(b) As long as any shares of Series B Preferred are outstanding, the

affirmative vote or consent of the holders of two-thirds of the then-outstanding shares of

Series B Preferred, voting as a separate class, will be required in order for the

Corporation to:

(i) amend, alter or repeal, whether by merger, consolidation or

otherwise, the terms of this Article Fourth Section D or any other provision of the

Charter or Bylaws of the Corporation (the “Bylaws”), in any way that adversely

affects any of the powers, designations, preferences and relative, participating,

optional and other special rights of the Series B Preferred, and the qualifications,

limitations or restrictions thereof;

(ii) subdivide or otherwise change shares of Series B Preferred

into a different number of shares whether in a merger, consolidation, combination,

recapitalization, reorganization or otherwise (whether or not any provision of

Section 6 is applicable to such transaction); or

(iii) issue any shares of Series B Preferred other than in

accordance with this Article Fourth Section D.

(c) The Series B Preferred shall have no right to vote or consent on

any matters submitted to a vote of the Common Stock, except as otherwise provided by

the GCL.

(d) Notwithstanding any other provision of the Charter or Bylaws, the

holders of a majority, or greater number if so required by the Charter or the GCL, of the

then-outstanding Series B Preferred may consent in writing to any matter for which a

class vote is contemplated, which written consent when so executed by the holders of a

majority, or such greater number required, of the then-outstanding Series B Preferred will

be deemed, subject to applicable Delaware law, to satisfy the applicable voting

requirements.

5. Reacquired Shares. Any shares of Series B Preferred that are converted,

purchased or otherwise acquired by the Corporation in any manner whatsoever shall be

retired and canceled promptly after the acquisition thereof. None of such shares of Series

B Preferred shall be reissued by the Corporation.

6. Liquidation, Dissolution or Winding Up. Upon any liquidation,

dissolution or winding up of the Corporation, the holders of shares of Series B Preferred

shall be entitled to receive the same distribution paid to the holders of Common Stock, on

7

an as-converted basis. Neither a consolidation or merger of the Corporation with another

corporation or other legal entity, nor a sale or transfer of all or part of the Corporation’s

assets for cash, securities or other property will be considered a liquidation, dissolution or

winding up of the Corporation for purposes of this Section 6.

7. Conversion. (a) Optional Conversion. Subject to the provisions set

forth in Article Ninth, each one share of the Series B Preferred will be convertible at the

option of the holder thereof into one fully paid and non-assessable share of Common

Stock, subject to adjustment as described below, upon a Fundamental Transaction. If any

stockholder purports to convert any shares of Series B Preferred that would violate the

provisions of Article Ninth, then the Corporation shall only issue to such stockholder a

certificate or certificates for the maximum number of shares of Common Stock that may

be issued that would not violate the provisions of Article Ninth. A “Fundamental

Transaction” shall mean a Public Company Event, a merger or consolidation of the

Corporation with or into another corporation or other legal entity, or the sale of all or

substantially all of the Corporation’s properties and assets to any other Person which is

effected so that holders of Common Stock are entitled to receive (either directly or upon

subsequent liquidation) stock, securities or assets with respect to or in exchange for

Common Stock. For purposes of this Article Fourth Section D, “A Public Company

Event” means an initial firm commitment underwritten offering to the public of the

Company’s Common Stock pursuant to a registration statement under the Securities Act

of 1933, as amended or the registration of the Company’s Common Stock under the

Securities Exchange Act of 1934, as amended (the “Act”).

(b) Mechanics of Optional Conversion. The holder of any

certificate for Series B Preferred shall be entitled to request conversion of all or part of its

Series B Preferred at any time as provided in Section 7(a), by delivering a written notice

to the attention of the Secretary or Treasurer of the Corporation at the Corporation’s

principal place of business of its desire to convert its Series B Preferred and receive a

replacement certificate or certificates therefor, specifying the number of shares of Series

B Preferred to be so converted and the holder’s calculation of the Conversion Rate. In

the event of any disagreement between the Corporation and the holder as to the correct

Conversion Rate, the Conversion Rate will be finally determined by an investment

banking or brokerage firm with no material prior or current relationship with the

Corporation or any of its subsidiaries selected by the Board in good faith, the fees and

expenses of which will be paid by the Corporation. The Corporation will, promptly upon

receipt of all certificates representing Series B Preferred of such holder that are to be

converted, issue a certificate or certificates registering the appropriate number of shares

of Common Stock to such holder. Upon optional conversion as set forth in Section 7 (a),

the shares of Series B Preferred so converted shall be eliminated, and thereafter such

shares of Series B Preferred shall become and be known as shares of “Common Stock”

without further action on the part of the holder thereof.

(c) Adjustment for Subdivisions or Combinations of Common

Stock. In the event that the Corporation at any time or from time to time after the

issuance of the Series B Preferred effects a subdivision, dividend payable in shares of

capital stock, combination or other similar transaction of its outstanding Common Stock

8

into a greater or lesser number of shares, then and in each such event the Conversion Rate

will be increased or decreased proportionately.

(d) Reorganization, Merger, Consolidation or Sale of Assets. If at

any time or from time to time there shall be a capital reorganization of the Common

Stock (other than a subdivision, combination, or dividend payable in shares provided for

elsewhere in this Section 7) or a merger or consolidation of the Corporation with or into

another corporation or other legal entity, or the sale of all or substantially all of the

Corporation’s properties and assets to any other Person which is effected so that holders

of Common Stock are entitled to receive (either directly or upon subsequent liquidation)

stock, securities or assets with respect to or in exchange for Common Stock, then as a

part of such capital reorganization, merger, consolidation or sale, proper provision will be

made so that each holder of Series B Preferred will thereafter be entitled to receive upon

conversion of the Series B Preferred the same number of shares of stock, securities or

assets of the Corporation, or of the successor corporation or other legal entity resulting

from such merger or consolidation or sale, which such holder would have been entitled to

receive on such capital reorganization, merger, consolidation or sale if such holder’s

Series B Preferred had been converted into Common Stock immediately prior to the

record date established for determining holders entitled to such distribution, or if no such

record date is established, as of the time of such transaction. In any such case,

appropriate adjustment will be made in the application of the provisions of this Section

7(d) with respect to the rights of the holders of the Series B Preferred after the

reorganization, merger, consolidation or sale to the end that the provisions of this Section

7(d) (including adjustment of the Conversion Rate then in effect) will be applicable after

that event as nearly equivalent as may be practicable. This provision will apply to

successive capital reorganizations, mergers, consolidations or sales.

(e) No Adjustment. No adjustment to the Conversion Rate will be

made if such adjustment would result in a change in the Conversion Rate of less than

0.001%. Any adjustment of less than 0.001% which is not made will be carried forward

and will be made at the time of and together with any subsequent adjustment which, on a

cumulative basis, amounts to an adjustment of 0.001% or more in the Conversion Rate.

(f) Certificate as to Adjustments. Upon the occurrence of each

adjustment or readjustment of the Conversion Rate pursuant to this Section 7, the

Corporation at its expense will promptly compute such adjustment or readjustment in

accordance with the terms hereof and cause independent public accountants selected by

the Corporation to verify such computation and prepare and furnish to each holder of

Series B Preferred a certificate setting forth such adjustment or readjustment and showing

in detail the facts upon which such adjustment or readjustment is based. The Corporation

will, upon the written request at any time of any holder of Series B Preferred, furnish or

cause to be furnished to such holder a like certificate setting forth (i) such adjustments

and readjustments, (ii) the Conversion Rate at that time in effect, and (iii) the amount, if

any, of other property which at that time would be received upon the conversion of Series

B Preferred.

9

(g) Reservation of Stock Issuable Upon Conversion. The

Corporation will at all times reserve and keep available out of its authorized but unissued

shares of Common Stock solely for the purpose of effecting the conversion of the shares

of the Series B Preferred, such number of its shares of Common Stock as will from time

to time be sufficient to effect the conversion of all then-outstanding shares of the Series B

Preferred; and if at any time the number of authorized but unissued shares of Common

Stock will not be sufficient to effect the conversion of all then-outstanding shares of the

Series B Preferred, the Corporation will take such corporate action as may, in the opinion

of its counsel, be necessary to increase its authorized but unissued shares of Common

Stock to such number of shares as will be sufficient for such purpose.

8. Rank. The Series B Preferred will rank on a parity with the Common

Stock as to any distributions or upon liquidation, dissolution or winding up.

9. Notice to Holders. Any notice given by the Corporation to holders of

record of Series B Preferred will be effective if addressed to such holders at their last

addresses as shown on the stock books of the Corporation and deposited in the U.S. mail,

sent first-class, and will be conclusively presumed to have been duly given, whether or

not the holder of the Series B Preferred receives such notice.

10. Certain Defined Terms. In addition to the terms defined elsewhere in

this Article Fourth Section D, the following terms will have the following meanings when

used herein with initial capital letters:

“Conversion Rate” means the number of shares of Common Stock into which

each share of Series B Preferred may be converted; and

“Person” means any individual, firm, corporation or other entity and includes any

successor (whether by merger or otherwise) of such entity.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The following provisions are inserted for the management of the business and

the conduct of the affairs of the Corporation, and for further definition, limitation and regulation

of the powers of the Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or under

the direction of the Board of Directors.

(b) The directors shall have concurrent power with the stockholders to make,

alter, amend, change, add to or repeal the By-Laws of the Corporation.

(c) The number of directors of the Corporation shall be as from time to time

fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors

need not be by written ballot unless the By-Laws so provide.

(d) No director shall be personally liable to the Corporation or any of its

stockholders for monetary damages for breach of fiduciary duty as a director, except for liability

10

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for

acts or omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which

the director derived an improper personal benefit. Any repeal or modification of this Article

Sixth by the stockholders of the Corporation shall not adversely affect any right or protection of

a director of the Corporation existing at the time of such repeal or modification with respect to

acts or omissions occurring prior to such repeal or modification.

(e) In addition to the powers and authority hereinbefore or by statute

expressly conferred upon them, the directors are hereby empowered to exercise all such powers

and do all such acts and things as may be exercised or done by the Corporation, subject,

nevertheless, to the provisions of the GCL, this Amended and Restated Certificate of

Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no

By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors

which would have been valid if such By-Laws had not been adopted.

SEVENTH: Meetings of stockholders may be held within or without the State of

Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to

any provision contained in the GCL) outside the State of Delaware at such place or places as

may be designated from time to time by the Board of Directors or in the By-Laws of the

Corporation.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any

provision contained in this Amended and Restated Certificate of Incorporation, in the manner

now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are

granted subject to this reservation. For so long as this Corporation shall control, directly or

indirectly, one or more national securities exchange (each, a “Controlled National Securities

Exchange”), including but not limited to Miami International Securities Exchange, LLC, or

facility thereof, before any amendment to or repeal of any provision of this Amended and

Restated Certificate of Incorporation shall be effective, those changes shall be submitted to the

Board of Directors of each Controlled National Securities Exchange and if the same must be

filed with or filed with and approved by the United States Securities and Exchange Commission

(the “Commission”) before the changes may be effective, under Section 19 of the Act and the

rules promulgated under that Act by the Commission or otherwise, then the proposed changes to

the Amended and Restated Certificate of Incorporation of this Corporation shall not be effective

until filed with or filed with and approved by the Commission, as the case may be.

NINTH: In addition to any limitations on the transfer of shares of the Corporation’s

capital stock set forth in the By-Laws of the Corporation, the following shall apply to the fullest

extent permitted by law for so long as this Corporation shall control, directly or indirectly, a

Controlled National Securities Exchange, except as provided in clause (b)(ii) below:

(a) Definitions. As used in this Article Ninth:

(i) The term "Person" shall mean a natural person, partnership,

corporation, limited liability company, entity, government, or

political subdivision, agency or instrumentality of a government;

11

(ii) The term “Related Persons” shall mean with respect to any Person:

(A) any “affiliate” of such Person (as such term is defined in Rule

12b-2 under the Act); (B) any other Person with which such first

Person has any agreement, arrangement or understanding (whether

or not in writing) to act together for the purpose of acquiring,

voting, holding or disposing of shares of the capital stock of the

Corporation; (C) in the case of a Person that is a company,

corporation or similar entity, any executive officer (as defined

under Rule 3b-7 under the Act) or director of such Person and, in

the case of a Person that is a partnership or limited liability

company, any general partner, managing member or manager of

such Person, as applicable; (D) in the case of any Person that is a

registered broker or dealer that has been admitted to membership

in a Controlled National Securities Exchange (an "Exchange

Member"), any Person that is associated with the Exchange

Member (as determined using the definition of "person associated

with a member" as defined under Section 3(a)(21) of the Act); (E)

in the case of a Person that is a natural person and Exchange

Member, any broker or dealer that is also an Exchange Member

with which such Person is associated; (F) in the case of a Person

that is a natural person, any relative or spouse of such Person, or

any relative of such spouse who has the same home as such Person

or who is a director or officer of the Corporation or any of its

parents or subsidiaries; (G) in the case of a Person that is an

executive officer (as defined under Rule 3b-7 under the Act) or a

director of a company, corporation or similar entity, such

company, corporation or entity, as applicable; and (H) in the case

of a Person that is a general partner, managing member or manager

of a partnership or limited liability company, such partnership or

limited liability company, as applicable; and

(iii) The term "beneficially owned", “own beneficially” or any

derivative thereof shall have the meaning set forth in Rule 13d-3

under the Act.

(b) Limitations.

(i) For so long as the Corporation shall control, directly or indirectly,

a Controlled National Securities Exchange, except as provided in

clauses (ii) (A) and (ii) (B) below:

(A) No Person, either alone or together with its Related

Persons, may own, directly or indirectly, of record or

beneficially, shares constituting more than forty percent

(40%) of any class of capital stock of the Corporation;

12

(B) No Exchange Member, either alone or together with its

Related Persons, may own, directly or indirectly, of record

or beneficially, shares constituting more than twenty

percent (20%) of any class of capital stock of the

Corporation; and

(C) No Person, either alone or together with its Related

Persons, at any time may, directly, indirectly or pursuant to

any voting trust, agreement, plan or other arrangement,

vote or cause the voting of shares of the capital stock of the

Corporation or give any consent or proxy with respect to

shares representing more than twenty percent (20%) of the

voting power of the then issued and outstanding capital

stock of the Corporation, nor may any Person, either alone

or together with its Related Persons, enter into any

agreement, plan or other arrangement with any other

Person, either alone or together with its Related Persons,

under circumstances that would result in the shares of

capital stock of the Corporation that are subject to such

agreement, plan or other arrangement not being voted on

any matter or matters or any proxy relating thereto being

withheld, where the effect of such agreement, plan or other

arrangement would be to enable any Person, either alone or

together with its Related Persons, to vote, possess the right

to vote or cause the voting of shares of the capital stock of

the Corporation which would represent more than twenty

percent (20%) of said voting power.

(ii) Subject to clauses (iii) and (iv) below:

(A) The limitations in clause (i)(A) and (i)(C) above shall not

apply in the case of any class of stock that does not have

the right by its terms to vote in the election of members of

the Board of Directors of the Corporation or on other

matters that may require the approval of the holders of

voting shares of the Corporation (other than matters

affecting the rights, preferences or privileges of said class

of stock); and

(B) The limitations in clauses (i)(A) and (i)(C) (except with

respect to Exchange Members and their Related Persons)

may be waived by the Board of Directors of the

Corporation pursuant to a resolution duly adopted by the

Board of Directors, if, in connection with the taking of such

action, the Board of Directors adopts a resolution stating

that it is the determination of such Board that such action

will not impair the ability of the Controlled National

13

Securities Exchange to carry out its functions and

responsibilities as an "exchange" under the Act, and the

rules and regulations promulgated thereunder; that it is

otherwise in the best interests of the Corporation, its

stockholders and the Controlled National Securities

Exchange and that it will not impair the ability of the

Commission to enforce the Act and the rules and

regulations promulgated thereunder, and such resolution

shall not be effective until it is filed with and approved by

the Commission. In making the determinations referred to

in the immediately preceding sentence, the Board of

Directors may impose on the Person in question and its

Related Persons such conditions and restrictions as it may

in its sole discretion deem necessary, appropriate or

desirable in furtherance of the objectives of the Act and the

rules and regulations promulgated thereunder, and the

governance of the Controlled National Securities

Exchange.

(iii) Notwithstanding clauses (ii)(A) and (ii)(B) above, in any case

where a Person, either alone or together with its Related Persons,

would own or vote more than any of the above percentage

limitations upon consummation of any proposed sale, assignment

or transfer of the Corporation's capital stock, such sale, assignment

or transfer shall not become effective until the Board of Directors

of the Corporation shall have determined, by resolution, that such

Person and its Related Persons are not subject to any applicable

"statutory disqualification" (within the meaning of Section 3(a)(39)

of the Act).

(iv) Notwithstanding clauses (ii)(A) and (ii)(B) above, and without

giving effect to the same, any Person that either alone or together

with its Related Persons proposes to own, directly or indirectly, of

record or beneficially, shares of the capital stock of the

Corporation constituting more than forty percent (40%) of the

outstanding shares of any class of capital stock of the Corporation,

or to exercise voting rights, or grant any proxies or consents with

respect to shares of the capital stock of the Corporation

constituting more than twenty percent (20%) of the voting power

of the then issued and outstanding shares of capital stock of the

Corporation, shall have delivered to the Board of Directors of the

Corporation a notice in writing, not less than forty-five (45) days

(or any shorter period to which said Board shall expressly consent)

before the proposed ownership of such shares, or the proposed

exercise of said voting rights or the granting of said proxies or

consents, of its intention to do so.

14

(c) Required Notices.

(i) Any Person that, either alone or together with its Related Persons,

owns, directly or indirectly (whether by acquisition or by a change

in the number of shares outstanding), of record or beneficially five

percent (5%) or more of the then outstanding shares of capital

stock of the Corporation (excluding shares of any class of stock

that does not have the right by its terms to vote generally in the

election of members of the Board of Directors of the Corporation)

shall, immediately upon acquiring knowledge of its ownership of

five percent (5%) or more of the then outstanding shares of such

stock, give the Board of Directors written notice of such

ownership, which notice shall state: (A) such Person's full legal

name; (B) such Person's title or status and the date on which such

title or status was acquired; (C) such Person's (and its Related

Person’s) approximate ownership interest of the Corporation; and

(D) whether such Person has the power, directly or indirectly, to

direct the management or policies of the Corporation, whether

through ownership of securities, by contract or otherwise.

(ii) Each Person required to provide written notice pursuant to

subparagraph (c)(i) of this Article Ninth shall update such notice

promptly after any change in the contents of that notice; provided

that no such updated notice shall be required to be provided to the

Board of Directors (A) in the event of an increase or decrease in

the ownership percentage so reported of less than one percent (1%)

of the then outstanding shares of any class of capital stock (such

increase or decrease to be measured cumulatively from the amount

shown on the last such notice), unless any increase or decrease of

less than one percent (1%) results in such Person owning more

than twenty percent (20%) or more than forty percent (40%) of the

shares of any class of capital stock then outstanding (at a time

when such Person previously owned less than such percentages) or

such Person owning less than twenty percent (20%) or less than

forty percent (40%) of the shares of any class of capital stock then

outstanding (at a time when such Person previously owned more

than such percentages); or (B) in the event the Corporation issues

additional shares of capital stock (or securities convertible into

capital stock) or takes any other action that dilutes the ownership

of such Person, or acquires or redeems shares of outstanding

capital stock or takes any other action that increases the ownership

of such Person, in each case without any change in the number of

shares held by such Person.

(iii) The Board of Directors of the Corporation shall have the right to

require any Person reasonably believed to be subject to and in

violation of this Article Ninth to provide the Corporation complete

15

information as to all shares of stock of the Corporation owned,

directly or indirectly, of record or beneficially, by such Person and

its Related Persons and as to any other factual matter relating to the

applicability or effect of this Article Ninth as may reasonably be

requested of such Person.

(d) Effect of Purported Transfers and Voting in Violation of this Article.

If any stockholder purports to sell, transfer, assign or pledge to any Person, other than the

Corporation, any shares of the Corporation that would violate the provisions of this Article

Ninth, then the Corporation shall record on the books of the Corporation the transfer of only that

number of shares that would not violate the provisions of this Article Ninth and shall treat the

remaining shares as owned by the purported transferor, for all purposes, including without

limitation, voting, payment of dividends and distributions with respect to such shares whether

upon liquidation or otherwise. If any stockholder purports to vote, or to grant any proxy or enter

into any agreement, plan or other arrangement relating to the voting of, shares that would violate

the provisions of this Article Ninth, then the Corporation shall not honor such vote, proxy,

agreement, plan or other arrangement to the extent that such provisions would be violated, and

any shares subject to that arrangement shall not be entitled to be voted to the extent of such

violation.

(e) Right to Redeem Shares Purportedly Transferred or Owned in

Violation of this Article. If any stockholder purports to sell, transfer, assign, pledge or own any

shares of the Corporation in violation of the provisions of this Article Ninth, then the

Corporation shall have the right to, and shall promptly after confirming such violation and to the

extent funds are legally available, redeem the shares sold, transferred, assigned, pledged, or

owned in violation of the provisions of this Article Ninth for a price per share equal to the par

value of those shares. The number of shares to be redeemed by the Corporation pursuant to the

foregoing provision shall be calculated by the Corporation after taking into account that such

redeemed shares shall become treasury shares and shall no longer be deemed to be outstanding.

Written notice shall be given by the Secretary of the Corporation to the holder or holders of

record with respect to the redeemable shares at the address of the holder or holders of record

appearing on the books of the Corporation, which notice shall specify a date for redemption of

the shares that shall be not less than ten (10) days nor more than thirty (30) days from the date of

such notice. Any shares which have been so called for redemption shall not be deemed

outstanding shares for the purpose of voting or determining the total number of shares entitled to

vote on any matter on and after the date on which written notice of redemption has been given to

the holder or holders of those shares if a sum sufficient to redeem such shares shall have been

irrevocably deposited or set aside to pay the redemption price to the holder or holders of the

shares upon surrender of certificates for those shares. From and after the redemption date

(unless the Corporation shall default in providing funds for the payment of the redemption price)

the shares of redeemed stock which have been redeemed by the Corporation as aforesaid shall

become treasury shares and shall no longer be deemed to be outstanding, and all rights of the

holder of such redeemed stock as a stockholder of the Corporation (except the right to receive

from the Corporation the redemption price against delivery to the Corporation of evidence of

ownership of such shares) shall cease. Written notice shall be given by the Secretary of the

Corporation to all holders of record appearing on the books of the Corporation of any redemption

by the Corporation (including, without limitation, a redemption pursuant to this clause (e)) (in

16

each case, a “Redemption”) not more than ten (10) days after consummation of the Redemption,

which notice shall specify the number of shares outstanding after the Redemption of each class

of the Corporation’s capital stock. In the event that any redemption has resulted in any

additional stockholder owning such number of shares of the Corporation that is in violation of

the provisions of this Article Ninth, the Corporation shall have the right to and shall promptly

after confirming such violation, redeem such shares pursuant to the provisions of this Article

Ninth.

TENTH:

(a) Indemnification. The Corporation shall provide indemnification for

members of its Board of Directors, members of committees of the Board of Directors and of

other committees of the Corporation, and its executive officers, and may provide indemnification

for its other officers and its agents and employees, and those serving another corporation,

partnership, joint venture, trust or other enterprise at the request of the Corporation, in each case

to the maximum extent permitted by Delaware law; provided, however, that the Corporation may

limit the extent of such indemnification by individual contracts with its directors and executive

officers; and, provided, further, that the Corporation shall not be required to indemnify any

person in connection with any proceeding (or part thereof) initiated by such person or any

proceeding by such person against the Corporation or its directors, officers, employees or other

agents unless (i) such indemnification is expressly required to be made by law, (ii) the

proceeding was authorized by the Board of Directors of the Corporation or (iii) such

indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers

vested in the Corporation under the General Corporation Law of Delaware.

(b) Limitation of Liability. To the fullest extent not prohibited by the

General Corporation Law of the State of Delaware, as it exists on the date this Amended and

Restated Certificate of Incorporation is adopted or as such law may later be amended, no director

of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for

any breach of fiduciary duty as a director. No amendment to or repeal of this Article shall

adversely affect any right or protection of a director of the Corporation that exists at the time of

such amendment or repeal with respect to any actions taken, or inactions, prior thereto.

AMENDED AND RESTATED

BY-LAWS

OF


(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the

City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places

both within and without the State of Delaware as the Board of Directors may from time to time

determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors

or for any other purpose shall be held at such time and place, either within or without the State of

Delaware as shall be designated from time to time by the Board of Directors.

Section 2. Annual Meetings of Stockholders. The Annual Meetings of Stockholders

for the election of directors shall be held on such date and at such time as shall be designated

from time to time by the Board of Directors. Any other proper business may be transacted at the

Annual Meeting of Stockholders.

Section 3. Special Meetings of Stockholders. Unless otherwise required by law or by

the certificate of incorporation of the Corporation, as amended and restated from time to time

(the "Certificate of Incorporation"), Special Meetings of Stockholders, for any purpose or

purposes, may be called by either (i) the Board of Directors, (ii) the Chairman, (iii) the Chief

Executive Officer, (iv) the President, or (iv) stockholders owning a majority of the capital stock

of the Corporation issued and outstanding and entitled to vote. Such request shall state the

purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only such

business shall be conducted as shall be specified in the notice of meeting (or any supplement

thereto).

Section 4. Notice. Whenever stockholders are required or permitted to take any action

at a meeting, a written notice of the meeting shall be given which shall state the place, date and

hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the

meeting is called. Unless otherwise required by law, the written notice of any meeting shall be

given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to

each stockholder entitled to vote at such meeting.

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Section 5. Adjournments. Any meeting of the stockholders may be adjourned from

time to time to reconvene at the same or some other place, and notice need not be given of any

such adjourned meeting if the time and place thereof are announced at the meeting at which the

adjournment is taken. At the adjourned meeting, the Corporation may transact any business

which might have been transacted at the original meeting. If the adjournment is for more than

thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting,

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at

the meeting.

Section 6. Quorum. Unless otherwise required by law or the Certificate of

Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to

vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings

of the stockholders for the transaction of business. A quorum, once established, shall not be

broken by the withdrawal of enough votes to leave less than a quorum. If, however, such

quorum shall not be present or represented at any meeting of the stockholders, the stockholders

entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn

the meeting from time to time, in the manner provided in Section 5, until a quorum shall be

present or represented.

Section 7. Voting. Unless otherwise required by law, the Certificate of Incorporation or

these By-Laws, any question brought before any meeting of stockholders, shall be decided by the

vote of the holders of a majority of the total number of votes of the capital stock represented and

entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of

Incorporation, and subject to Section 5 of Article VIII hereof, each stockholder represented at a

meeting of stockholders shall be entitled to cast one (1) vote for each share of the capital stock

entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy

but no proxy shall be voted on or after three (3) years from its date, unless such proxy provides

for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation

presiding at a meeting of stockholders, in such officer's discretion, may require that any votes

cast at such meeting shall be cast by written ballot.

Section 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in

the Certificate of Incorporation, any action required or permitted to be taken at any Annual or

Special Meeting of Stockholders, may be taken without a meeting, without prior notice and

without a vote, if a consent or consents in writing, setting forth the action so taken, shall be

signed by the holders of outstanding stock having not less than the minimum number of votes

that would be necessary to authorize or take such action at a meeting at which all shares entitled

to vote thereon were present and voted and shall be delivered to the Corporation by delivery to

its registered office in the State of Delaware, its principal place of business, or an officer or agent

of the Corporation having custody of the book in which proceedings of meetings of stockholders

are recorded. Delivery made to the Corporation's registered office shall be by hand or by

certified or registered mail, return receipt requested. Every written consent shall bear the date of

signature of each stockholder who signs the consent and no written consent shall be effective to

take the corporate action referred to therein unless, within sixty (60) days of the earliest dated

consent delivered in the manner required by this Section 8 to the Corporation, written consents

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signed by a sufficient number of holders to take action are delivered to the Corporation by

delivery to its registered office in the state of Delaware, its principal place of business, or an

officer or agent of the Corporation having custody of the book in which proceedings of meetings

of stockholders are recorded. Prompt notice of the taking of the corporate action without a

meeting by less than unanimous written consent shall be given to those stockholders who have

not consented in writing and who, if the action had been taken at a meeting, would have been

entitled to notice of the meeting if the record date for such meeting had been the date that written

consents signed by a sufficient number of holders to take the action were delivered to the

Corporation as provided above in this Section 8.

Section 9. List of Stockholders Entitled to Vote. The officer of the Corporation who

has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days

before every meeting of stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address of each stockholder and the

number of shares registered in the name of each stockholder. Such list shall be open to the

examination of any stockholder, for any purpose germane to the meeting, during ordinary

business hours, for a period of at least ten (10) days prior to the meeting either at a place within

the city where the meeting is to be held, which place shall be specified in the notice of the

meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be

produced and kept at the time and place of the meeting during the whole time thereof, and may

be inspected by any stockholder of the Corporation who is present.

Section 10. Stock Ledger. The stock ledger of the Corporation shall be the only

evidence as to who are the stockholders entitled to examine the stock ledger, the list required by

Section 9 of this Article II or the books of the Corporation, or to vote in person or by proxy at

any meeting of stockholders.

Section 11. Conduct of Meetings. The Board of Directors may adopt by resolution

such rules and regulations for the conduct of the meeting of the stockholders as it shall deem

appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the

Board of Directors, the chairman of any meeting of the stockholders shall have the right and

authority to prescribe such rules, regulations and procedures and to do all such acts as, in the

judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules,

regulations or procedures, whether adopted by the Board of Directors or prescribed by the

chairman of the meeting, may include, without limitation, the following: (i) the establishment of

an agenda or order of business for the meeting, (ii) the determination of when the polls shall

open and close for any given matter to be voted on at the meeting, (iii) rules and procedures for

maintaining order at the meeting and the safety of those present, (iv) limitations on attendance at

or participation in the meeting to stockholders of record of the Corporation, their duly authorized

and constituted proxies or such other persons as the chairman of the meeting shall determine, (v)

restrictions on entry to the meeting after the time fixed for the commencement thereof and (vi)

limitations on the time allotted to questions or comments by participants.

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ARTICLE III

DIRECTORS

Section 1. Number, Term and Election of Directors.

(a) The Board of Directors shall consist of not less than three (3) nor more than

thirty-one (31) members including the Chief Executive Officer of the Corporation, the exact

number of which shall initially be three (3) and, thereafter, as determined from time to time by

the Board of Directors. Except as provided in Section 2 of this Article III, directors shall be

elected by a plurality of the votes cast at the Annual Meetings of Stockholders, and each director

so elected shall hold office until the next Annual Meeting of Stockholders and until such

director's successor is duly elected and qualified, or until such director's earlier death, resignation

or removal. Any director may resign at any time upon written notice to the Corporation.

Directors need not be stockholders. No person that is subject to any statutory disqualification as

defined in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Act”) may

be a director of the Corporation.

(b) The Board term of the Chief Executive Officer shall expire when such individual

ceases to be Chief Executive Officer of the Company.

Section 2. Vacancies. Unless otherwise required by law or the Certificate of

Incorporation, vacancies arising through death, resignation, removal, an increase in the number

of directors or otherwise may be filled only by a majority of the directors then in office, though

less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office

until the next Annual Meeting of Stockholders and until their successors are duly elected and

qualified, or until their earlier death, resignation or removal.

Section 3. Duties and Powers. The business and affairs of the Corporation shall be

managed by or under the direction of the Board of Directors which may exercise all such powers

of the Corporation and do all such lawful acts and things as are not by statute or by the

Certificate of Incorporation or by these By-Laws required to be exercised or done by the

stockholders.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of

Directors shall preside at all meetings of the stockholders and of the Board of Directors. The

Chairman of the Board of Directors shall be appointed by the Board of Directors, and, except

where by law the signature of the Chief Executive Officer or the President is required, the

Chairman of the Board of Directors shall possess the same power as the Chief Executive Officer

or the President to sign all contracts, certificates and other instruments of the Corporation which

may be authorized by the Board of Directors. During the absence or disability of the Chief

Executive Officer or the President if there is no Chief Executive Officer, the Chairman of the

Board of Directors shall exercise all the powers and discharge all the duties of the Chief

Executive Officer or the President, respectively. The Chairman of the Board of Directors shall

also perform such other duties and may exercise such other powers as may be assigned, from

time to time, by these By-Laws or by the Board of Directors.

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Section 5. Meetings. The Board of Directors may hold meetings, both regular and

special, either within or without the State of Delaware. The annual meeting of the Board of

Directors shall be held immediately before or after the Annual Meeting of Stockholders and at

the place where such meeting is held. No notice of an annual meeting of the Board of Directors

shall be necessary and such meeting shall be held for the purpose of electing officers and

transaction such other business as may lawfully come before it. Regular meetings of the Board

of Directors may be held without notice at such time and at such place as may from time to time

be determined by the Board of Directors. Special meetings of the Board of Directors may be

called by the Chairman, the Chief Executive Officer, the President, or by any director. Notice

thereof stating the place, date and hour of the meeting shall be given to each director either by

mail not less than forty-eight (48) hours before the date of the meeting, by telephone or

electronic mail on twenty-four (24) hours' notice, or on such shorter notice as the person or

persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 6. Quorum and Voting. Except as otherwise required by law or the Certificate

of Incorporation or as otherwise specified in these By-Laws, at all meetings of the Board of

Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction

of business and the act of a majority of the directors present at any meeting at which there is a

quorum shall be the act of the Board of Directors. If a quorum shall not be present at any

meeting of the Board of Directors, the directors present thereat may adjourn the meeting from

time to time, without notice other than announcement at the meeting of the time and place of the

adjourned meeting, until a quorum shall be present.

Section 7. Actions by Written Consent. Unless otherwise provided in the Certificate of

Incorporation, or these By-Laws, any action required or permitted to be taken at any meeting of

the Board of Directors or of any committee thereof may be taken without a meeting, if all the

members of the Board of Directors or committee, as the case may be, consent thereto in writing,

and the writing or writings are filed with the minutes of proceedings of the Board of Directors or

committee.

Section 8. Meetings by Means of Conference Telephone. Unless otherwise provided

in the Certificate of Incorporation, members of the Board of Directors, or any committee thereof,

may participate in a meeting of the Board of Directors or such committee by means of a

conference telephone or similar communications equipment by means of which all persons

participating in the meeting can hear each other, and participation in a meeting pursuant to this

Section 8 shall constitute presence in person at such meeting.

Section 9. Committees.

(a) The committees of the Board of Directors shall consist of an Audit Committee

and such other standing or special committees as the Board of Directors may designate, by

resolution approved by a majority of the entire Board of Directors. Each committee shall consist

of one or more of the directors of the Corporation appointed by the Board of Directors. The

Board of Directors may designate one or more directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of any such committee. In

the absence or disqualification of a member of a committee, and in the absence of a designation

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by the Board of Directors of an alternate member to replace the absent or disqualified member,

the member or members thereof present at any meeting and not disqualified from voting,

whether or not such member or members constitute a quorum, may unanimously appoint another

member of the Board of Directors to act at the meeting in the place of any absent or disqualified

member. Any committee, to the extent permitted by law and provided in the resolution

establishing such committee, shall have and may exercise all the powers and authority of the

Board of Directors in the management of the business and affairs of the Corporation, and may

authorize the seal of the Corporation to be affixed to all papers which may require it. Each

committee shall keep regular minutes and report to the Board of Directors when required.

(b) The Audit Committee shall consist of at least three directors. The exact number

of Audit Committee members shall be determined from time to time by the Board of Directors.

A majority of the members of the Audit Committee shall be Independent Directors. The Audit

Committee shall select, evaluate and, where appropriate, replace the Corporation’s independent

auditors (or nominate the independent auditors to be proposed for ratification by the stockholders

of the Corporation). The Audit Committee shall have such other duties and may exercise such

authority as may be prescribed by resolution of the Board of Directors and the Audit Committee

Charter as adopted by resolution of the Board of Directors. “Independent Director” means a

director who has no material relationship with the Corporation or any subsidiary or affiliate of

the Corporation, or any Exchange Member or any affiliate of any such Exchange Member;

provided, however, that an individual who otherwise qualifies as an Independent Director shall

not be disqualified from serving in such capacity solely because such director is a director of the

Corporation or any subsidiary of the Corporation. “Exchange Member” means any registered

broker or dealer that has been admitted to membership in any national securities exchange

operated by the Corporation or any subsidiary or affiliate of the Corporation.

Section 10. Compensation. The directors may be paid their expenses, if any, of

attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance

at each meeting of the Board of Directors or a stated salary as director, payable in cash or

securities. No such payment shall preclude any director from serving the Corporation in any

other capacity and receiving compensation therefor. Members of special or standing committees

may be allowed like compensation for attending committee meetings.

Section 11. Interested Directors. No contract or transaction between the Corporation

and one or more of its directors or officers, or between the Corporation and any other

corporation, partnership, association, or other organization in which one or more of its directors

or officers are directors or officers, or have a financial interest, shall be void or voidable solely

for this reason, or solely because the director or officer is present at or participates in the meeting

of the Board of Directors or committee thereof which authorizes the contract or transaction, or

solely because the director or officer's vote is counted for such purpose if (i) the material facts as

to the director or officer's relationship or interest and as to the contract or transaction are

disclosed or are known to the Board of Directors or the committee, and the Board of Directors or

committee in good faith authorizes the contract or transaction by the affirmative vote of a

majority of the disinterested directors, even though the disinterested directors be less than a

quorum; or (ii) the material facts as to the director or officer's relationship or interest and as to

the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon,

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and the contract or transaction is specifically approved in good faith by vote of the stockholders;

or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized,

approved or ratified by the Board of Directors, a committee thereof or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a

meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of

Directors and shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The

Board of Directors, in its discretion, also may choose one or more Vice Presidents, Assistant

Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the

same person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers

of the Corporation need not be stockholders of the Corporation nor need such officers be

directors of the Corporation. No person that is subject to any statutory disqualification (as

defined in Section 3(a) (39) of the Act) may be an officer of the Corporation.

Section 2. Election. The Board of Directors, at its first meeting held after each Annual

Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual

Meeting of Stockholders), shall elect the officers of the Corporation who shall hold their offices

for such terms and shall exercise such powers and perform such duties as shall be determined

from time to time by the Board of Directors; and all officers of the Corporation shall hold office

until their successors are chosen and qualified, or until their earlier death, resignation or removal.

Any officer elected by the Board of Directors may be removed at any time by the affirmative

vote of a majority of the Board of Directors. Any vacancy occurring in any office of the

Corporation shall be filled by the Board of Directors. The salaries of all officers of the

Corporation shall be fixed by the Board of Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall be the chief

executive officer of the Company, shall have general supervision over the business and affairs of

the Company and shall serve at the pleasure of the Board. The Chief Executive Officer shall

have all powers and duties usually incident to the office of the Chief Executive Officer, except as

specifically limited by a resolution of the Board. The Chief Executive Officer shall exercise such

other powers and perform such other duties as may be assigned to the Chief Executive Officer

from time to time by the Board.

Section 4. President. The President shall, in the absence of the Chairman, the Vice

Chairman (if any) and Chief Executive Officer, preside at all meetings of the Board at which the

President is present. The President shall have general supervision over the operations of the

Company. The President shall have all powers and duties usually incident to the office of the

President, except as specifically limited by a resolution of the Board. The President shall exercise

such other powers and perform such other duties as may be assigned to the President from time

to time by the Board.

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Section 5. Vice Presidents. The Board shall appoint one or more Vice Presidents. In the

absence or disability of the President or if the office of President becomes vacant, the Vice

Presidents in the order determined by the Board, or if no such determination has been made, in

the order of their seniority, shall perform the duties and exercise the powers of the President,

subject to the right of the Board at any time to extend or restrict such powers and duties or to

assign them to others. Any Vice President may have such additional designations in such Vice

President’s title as the Board may determine. The Vice Presidents shall generally assist the

President in such manner as the President shall direct. Each Vice President shall exercise such

other powers and perform such other duties as may be assigned to such Vice President from time

to time by the Board, the Chief Executive Officer or the President. The term “Vice President”

used in this Section shall include the positions of Executive Vice President, Senior Vice

President, and Vice President.

Section 6. Secretary. The Secretary shall act as Secretary of all meetings of the Board

at which the Secretary is present, shall record all the proceedings of all such meetings in a book

to be kept for that purpose, shall have supervision over the giving and service of notices of the

Company, and shall have supervision over the care and custody of the books and records of the

Company. The Secretary shall be empowered to affix the Company’s seal, if any, to documents,

the execution of which on behalf of the Company under its seal is duly authorized, and when so

affixed, may attest the same. The Secretary shall have all powers and duties usually incident to

the office of Secretary, except as specifically limited by a resolution of the Board. The Secretary

shall exercise such other powers and perform such other duties as may be assigned to the

Secretary from time to time by the Board, the Chief Executive Officer or the President.

Section 7. Treasurer. The Treasurer shall have general supervision over the care and

custody of the funds and over the receipts and disbursements of the Company and shall cause the

funds of the Company to be deposited in the name of the Company in such banks or other

depositories as the Board may designate. The Treasurer shall have supervision over the care and

safekeeping of the securities of the Company. The Treasurer shall have all powers and duties

usually incident to the office of Treasurer except as specifically limited by a resolution of the

Board. The Treasurer shall exercise such other powers and perform such other duties as may be

assigned to the Treasurer from time to time by the Board, the Chief Executive Officer or the

President.

Section 8. Assistant Secretaries. In the absence of the Secretary or in the event of the

Secretary’s inability or refusal to act, any Assistant Secretary, approved by the Board, shall

exercise all powers and perform all duties of the Secretary. An Assistant Secretary shall also

exercise such other powers and perform such other duties as may be assigned to such Assistant

Secretary from time to time by the Board or the Secretary.

Section 9. Assistant Treasurers. In the absence of the Treasurer or in the event of the

Treasurer’s inability or refusal to act, any Assistant Treasurer, approved by the Board, shall

exercise all powers and perform all duties of the Treasurer. An Assistant Treasurer shall also

exercise such other powers and perform such other duties as may be assigned to such Assistant

Treasurer from time to time by the Board or the Treasurer.

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Section 10. Other Officers. Such other officers as the Board of Directors may choose

shall perform such duties and have such powers as from time to time may be assigned to them by

the Board of Directors. The Board of Directors may delegate to any other officer of the

Corporation the power to choose such other officers and to prescribe their respective duties and

powers.

ARTICLE V

BOARD OF ADVISORS

Section 1. Membership. The Board of Directors may appoint any person or persons to

act in an advisory capacity to the Corporation. Such a group shall be known as the Board of

Advisors and shall operate under an Advisory Board Charter approved by the Corporation’s

Board of Directors.

Section 2. Powers. The Board of Advisors shall be an advisory-only body to the

Corporation. They shall have no power to bind the Corporation to any particular position or

course of action.

ARTICLE VI

VOTING SECURITIES OWNED BY THE CORPORATION

Section 1. General Power to Vote. Unless otherwise instructed by the Board of

Directors, and subject to Section 2 below, the Chairman or the Chief Executive Officer of the

Corporation shall have the power and authority on behalf of the Corporation to attend and to vote

at any meeting of stockholders, partners or equity holders of any corporation, partnership or any

other entity (including, but not limited to, Miami International Securities Exchange, LLC, Miami

International Futures Exchange, LLC and Miami International Technologies, LLC) in which the

Corporation may hold stock, partnership or other equity interests, as the case may be, and may

exercise on behalf of the Corporation any and all of the rights and powers incident to the

ownership of such stock, partnership or other equity interest at such meeting, and shall have the

power and authority to execute and deliver proxies, waivers and consents on behalf of the

Corporation in connection with the exercise by the Corporation of the rights and powers incident

to the ownership of such stock, partnership or other equity interest. The Board of Directors may

from time to time confer like powers upon any other person or persons.

Section 2. Meeting of LLC Members or Stockholders of a Controlled National

Securities Exchange. At any meeting of stockholders or meeting of the holders of LLC interests

of any national securities exchange which this Corporation shall control, directly or indirectly

(each, a “Controlled National Securities Exchange”), including but not limited to Miami

International Securities Exchange, LLC (the “Equityholders”), held for the purpose of electing

directors and members of the Member Nominating Committee of such Controlled National

Securities Exchange (as set forth in the By-Laws of such Controlled National Securities

Exchange, the "Member Nominating Committee"), or in the event written consents are solicited

or otherwise sought from the Equityholders of such Controlled National Securities Exchange

with respect thereto, the Corporation shall cause all outstanding shares of such Controlled

National Securities Exchange owned by the Corporation and entitled to vote at such election to

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be voted in favor of only those Controlled National Securities Exchange member representative

directors and nominees for the Member Nominating Committee nominated in accordance with

the By-Laws of such Controlled National Securities Exchange and, with respect to any such

written consents, shall cause to be validly executed only such written consents electing only such

directors and members of the Member Nominating Committee.

ARTICLE VII

SRO FUNCTION OF

A CONTROLLED NATIONAL SECURITIES EXCHANGE

Section 1. Non-Interference. For so long as the Corporation shall control any

Controlled National Securities Exchange, the directors, officers, employees and agents of the

Corporation shall give due regard to the preservation of the independence of the self-regulatory

function of each Controlled National Securities Exchange and to its obligations to investors and

the general public and shall not take any actions which would interfere with the effectuation of

any decisions by the Board of Directors of each Controlled National Securities Exchange relating

to its regulatory functions (including disciplinary matters) or which would interfere with the

ability of each Controlled National Securities Exchange to carry out its responsibilities under the

Act. No present or past stockholder, employee, beneficiary, agent, customer, creditor, regulatory

authority (or member thereof) or other person or entity shall have any rights against the

Corporation or any director, officer, employee or agent of the Corporation under this Section 1.

Section 2. Confidentiality. All books and records of each Controlled National Securities

Exchange reflecting confidential information pertaining to the self-regulatory function of such

Controlled National Securities Exchange (including but not limited to disciplinary matters,

trading data, trading practices and audit information) that shall come into the possession of the

Corporation, and the information contained in those books and records, shall be retained in

confidence by the Corporation and the members of the board of directors, officers, employees

and agents of the Corporation and shall not be used for any non-regulatory purposes.

Notwithstanding the foregoing sentence, nothing in these By-Laws shall be interpreted so as to

limit or impede the rights of the Securities and Exchange Commission (the “Commission”) or

each Controlled National Securities Exchange to access and examine such confidential

information pursuant to the federal securities laws and the rules and regulations thereunder, or to

limit or impede the ability of any officers, directors, employees or agents of the Corporation to

disclose such confidential information to the Commission or each Controlled National Securities

Exchange.

Section 3. Books and Records. All books and records of the Corporation shall be

maintained at a location within the United States. To the extent they are related to the activities

of a Controlled National Securities Exchange, the books, records, premises, officers, directors,

agents, and employees of the Corporation shall be deemed to be the books, records, premises,

officers, directors, agents and employees of each Controlled National Securities Exchange for the

purposes of, and subject to oversight pursuant to, the Act. For so long as the Corporation shall

control, directly or indirectly, a Controlled National Securities Exchange, the Corporation's

books and records shall be subject at all times to inspection and copying by the Commission and

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each Controlled National Securities Exchange, provided that such books and records are related

to the operation or administration of such Controlled National Securities Exchange.

Section 4. Cooperation with the Securities and Exchange Commission. The

Corporation shall comply with the federal securities laws and the rules and regulations

promulgated thereunder and shall cooperate with the Commission and each Controlled National

Securities Exchange pursuant to and to the extent of their respective regulatory authority. The

officers, directors, employees and agents of the Corporation, by virtue of their acceptance of

such position, shall comply with the federal securities laws and the rules and regulations

promulgated thereunder and shall be deemed to agree to cooperate with the Commission and

each Controlled National Securities Exchange in respect of the Commission's oversight

responsibilities regarding each Controlled National Securities Exchange and the self-regulatory

functions and responsibilities of each Controlled National Securities Exchange, and the

Corporation shall take reasonable steps necessary to cause its officers, directors, employees and

agents to so cooperate. No present or past stockholder, employee, beneficiary, agent, customer,

creditor, regulatory authority (or member thereof) or other person or entity shall have any rights

against the Corporation or any director, officer, employee or agent of the Corporation under this

Section 4.

Section 5. Consent to Jurisdiction. The Corporation and its officers, directors,

employees and agents, by virtue of their acceptance of such position, shall be deemed to

irrevocably submit to the jurisdiction of the United States federal courts, Commission, and each

Controlled National Securities Exchange, for the purposes of any suit, action or proceeding

pursuant to the United States federal securities laws, and the rules or regulations thereunder,

arising out of, or relating to, the activities of each Controlled National Securities Exchange, and

by virtue of their acceptance of any such position, shall be deemed to waive, and agree not to

assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any

claims that it or they are not personally subject to the jurisdiction of the United States federal

courts, Commission or each Controlled National Securities Exchange, that the suit, action or

proceeding is an inconvenient forum or that the venue of the suit, action or proceeding is

improper, or that the subject matter of that suit, action or proceeding may not be enforced in or

by such courts or agency. The Corporation and its officers, directors, employees and agents also

agree that they will maintain an agent, in the United States, for the service of process of a claim

arising out of, or relating to, the activities of each Controlled National Securities Exchange.

Section 6. Consent to Application. The Corporation shall take reasonable steps

necessary to cause its officers, directors, employees and agents, prior to accepting a position as

an officer, director, employee or agent, as applicable, of the Corporation to consent in writing to

the applicability to them of this Article VII, as applicable, with respect to their activities related

to each Controlled National Securities Exchange.

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ARTICLE VIII

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be

entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the

Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant

Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of

shares owned by such stockholder in the Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has

been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar

before such certificate is issued, it may be issued by the Corporation with the same effect as if

such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be

issued in place of any certificate theretofore issued by the Corporation alleged to have been lost,

stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the

certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new

certificate, the Board of Directors may, in its discretion and as a condition precedent to the

issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner's

legal representative, to advertise the same in such manner as the Board of Directors shall require

and/or to give the Corporation a bond in such sum as it may direct as indemnity against any

claim that may be made against the Corporation with respect to the certificate alleged to have

been lost, stolen or destroyed or the issuance of such new certificate.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner

prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the

Corporation only by the person named in the certificate or by such person's attorney lawfully

constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled

before a new certificate shall be issued. No transfer of stock shall be valid as against the

Corporation for any purpose until it shall have been entered in the stock records of the

Corporation by an entry showing from and to whom transferred.

Section 5. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of

or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may

fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date is adopted by the Board of Directors, and which record date shall not be more

than sixty (60) days nor less than ten (10) days before the date of such meeting. If no record date

is fixed by the Board of Directors, the record date for determining stockholders entitled to notice

of or to vote at a meeting of stockholders shall be at the close of business on the day next

preceding the day on which notice is given, or, if notice is waived, at the close of business on the

day next preceding the day on which the meeting is held. A determination of stockholders of

record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

13

of the meeting; provided, however, that the Board of Directors may fix a new record date for the

adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent

to corporate action in writing without a meeting, the Board of Directors may fix a record date,

which record date shall not precede the date upon which the resolution fixing the record date is

adopted by the Board of Directors, and which record date shall not be more than ten (10) days

after the date upon which the resolution fixing the record date is adopted by the Board of

Directors. If no record date has been fixed by the Board of Directors, the record date for

determining stockholders entitled to consent to corporate action in writing without a meeting,

when no prior action by the Board of Directors is required by law, shall be the first date on which

a signed written consent setting forth the action taken or proposed to be taken is delivered to the

Corporation by delivery to its registered office in this State, its principal place of business, or an

officer or agent of the Corporation having custody of the book in which proceedings of meetings

of stockholders are recorded. Delivery made to a Corporation's registered office shall be by hand

or by certified or registered mail, return receipt requested. If no record date has been fixed by

the Board of Directors and prior action by the Board of Directors is required by law, the record

date for determining stockholders entitled to consent to corporate action in writing without a

meeting shall be at the close of business on the day on which the Board of Directors adopts the

resolutions taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive

payment of any dividend or other distribution or allotment of any rights or the stockholders

entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for

the purpose of any other lawful action, the Board of Directors may fix a record date, which

record date shall not precede the date upon which the resolution fixing the record date is adopted

by the Board of Directors, and which record date shall be not more than sixty (60) days prior to

such action. If no record date is fixed by the Board of Directors, the record date for determining

stockholders for any such purpose shall be at the close of business on the day on which the Board

of Directors adopts the resolution relating thereto.

Section 6. Record Owners. The Corporation shall be entitled to recognize the exclusive

right of a person registered on its books as the owner of shares to receive dividends, and to vote

as such owner, and to hold liable for calls and assessments a person registered on its books as the

owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in

such share or shares on the part of any other person, whether or not it shall have express or other

notice thereof, except as otherwise required by law.

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ARTICLE IX

NOTICES

Section 1. Notices. To the extent permitted by law, any notice required to be given by

these By-Laws or otherwise shall be deemed to have been given:

(a) in person upon delivery of the notice in person to the person to whom such

notice is addressed;

(b) by mail upon deposit of the notice in the United States mail, enclosed in a postage

prepaid envelope;

(c) by messenger or overnight courier service upon provision of the notice to the

messenger or courier service, provided that the delivery method does not require payment of the

messenger or courier service fee to deliver the notice by the person to whom the notice is

addressed;

(d) by facsimile machine upon acknowledgment by the facsimile machine used to

transmit the notice of the successful transmission of the notice;

(e) by electronic mail upon electronic transmission of the notice; and

(f) by telephone when received.

Any such notice must be addressed to its intended recipient at the intended recipient's

address (including the intended recipient's business or residence address, facsimile number,

electronic address, or telephone number, as applicable) as it appears on the books and records of

the Corporation, or if no address appears on such books and records, then at such address as shall

be otherwise known to the Secretary, or if no such address appears on such books and records,

then in care of the registered agent of the Corporation in the State of Delaware. In the event that

a notice is not provided in conformity with the provisions of this Section 1, the notice will be

deemed to have been given to its intended recipient upon any receipt of the notice by its intended

recipient. Whenever, by any provisions of statute, the Certificate of Incorporation, these By-

Laws or otherwise, any notice is required to be given any specified number of days before any

meeting or event, the day on which such notice was given shall be counted but the day of such

meeting or other event shall not be counted in determining whether or not notice has been given

in proper time in a particular case.

Section 2. Electronic Notice. Whenever any notice whatsoever is required to be given

in writing to any stockholder by law, by the Certificate of Incorporation or by these By-Laws,

such notice may be given by a form of electronic transmission if the stockholder to whom such

notice is given has previously consented to the receipt of notice by electronic transmission.

Section 3. Waivers of Notice. Whenever notice is required to be given under the

provisions of any statute, the Certificate of Incorporation, these By-Laws, or otherwise, a written

waiver thereof, signed by the person entitled to notice, or such person’s proxy in the case of a

15

stockholder, whether before or after the time stated therein shall be deemed equivalent to notice.

Except as may be otherwise specifically provided by statute, any waiver by mail, messenger,

overnight courier, facsimile machine, or electronic mail, bearing the name of the person entitled

to notice shall be deemed a written waiver duly signed. Attendance of a person at a meeting,

including attendance by proxy in the case of a stockholder, shall constitute a waiver of notice of

such meeting except when the person attends a meeting for the express purpose of objecting, at

the beginning of the meeting, to the transaction of any business the meeting is not lawfully called

or convened. Except as required by statute or the Certificate of Incorporation, neither the

business to be transacted at, nor the purpose of, any regular or special meeting of the

stockholders, directors or any committee need be specified in any written waiver of notice.

ARTICLE X

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to

the requirements of the General Corporation Law of the State of Delaware as set forth in Title 8

of the Delaware Code and the provisions, if any, of the Certificate of Incorporation, may be

declared by the Board of Directors at any regular or special meeting of the Board of Directors (or

any action by written consent in lieu thereof in accordance with Section 7 of Article III hereof),

and may be paid in cash, in property, or in shares of the Corporation's capital stock. Before

payment of any dividend, there may be set aside out of any funds of the Corporation available for

dividends such sum or sums as the Board of Directors from time to time, in its absolute

discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing

dividends, or for repairing or maintaining any property of the Corporation, or for any proper

purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the

Corporation shall be signed by such officer or officers or such other person or persons as the

Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution

of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of

the Corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal

may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or

otherwise.

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ARTICLE XI

INDEMNIFICATION

Section 1. Indemnification of Directors, Officers, Employees and Other Agents. The

Corporation shall indemnify its directors and executive officers to the fullest extent not

prohibited by the Delaware General Corporation Law; provided, however, that the Corporation

may limit the extent of such indemnification by individual contracts with its directors and

executive officers; and, provided, further, that the Corporation shall not be required to indemnify

any director or executive officer in connection with any proceeding (or part thereof) initiated by

such person or any proceeding by such person against the Corporation or its directors, officers,

employees or other agents unless (i) such indemnification is expressly required to be made by

law, (ii) the proceeding was authorized by the Board of Directors of the Corporation or (iii) such

indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers

vested in the Corporation under the Delaware General Corporation Law.

(a) Other Officers, Employees and Other Agents. The Corporation shall have the

power to indemnify its other officers, employees and other agents as set forth in the Delaware

General Corporation Law.

(b) Expenses. The Corporation shall advance to any person who was or is a party or

is threatened to be made a party to any threatened, pending or completed action, suit or

proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that

such person is or was a director or executive officer, of the Corporation, or is or was serving at

the request of the Corporation as a director or executive officer of another Corporation,

partnership, joint venture, trust or other enterprise, prior to the final disposition of the

proceeding, promptly following request therefor, all expenses incurred by any director or

executive officer in connection with such proceeding upon receipt of an undertaking by or on

behalf of such person to repay said amounts if it should be determined ultimately that such

person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of

this Bylaw, no advance shall be made by the Corporation to an executive officer of the

Corporation (except by reason of the fact that such executive officer is or was a director of the

Corporation in which event this paragraph shall not apply) in any action, suit or proceeding,

whether civil, criminal, administrative or investigative, if a determination is reasonably and

promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of

directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even

if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a

written opinion, that the facts known to the decision-making party at the time such determination

is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner

that such person did not believe to be in or not opposed to the best interests of the Corporation.

(c) Enforcement. Without the necessity of entering into an express contract, all

rights to indemnification and advances to directors and executive officers under this Bylaw shall

be deemed to be contractual rights and be effective to the same extent and as if provided for in a

contract between the Corporation and the director or executive officer. Any right to

17

indemnification or advances granted by this Bylaw to a director or executive officer shall be

enforceable by or on behalf of the person holding such right in the forum in which the

proceeding is or was pending or, if such forum is not available or a determination is made that

such forum is not convenient, in any court of competent jurisdiction if (i) the claim for

indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is

made within ninety (90) days of request therefor. The claimant in such enforcement action, if

successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his

claim. The Corporation shall be entitled to raise as a defense to any such action that the claimant

has not met the standards of conduct that make it permissible under the Delaware General

Corporation Law for the Corporation to indemnify the claimant for the amount claimed. Neither

the failure of the Corporation (including its Board of Directors, independent legal counsel or its

Stockholders) to have made a determination prior to the commencement of such action that

indemnification of the claimant is proper in the circumstances because he has met the applicable

standard of conduct set forth in the Delaware General Corporation Law, nor an actual

determination by the Corporation (including its Board of Directors, independent legal counsel or

its Stockholders) that the claimant has not met such applicable standard of conduct, shall be a

defense to the action or create a presumption that claimant has not met the applicable standard of

conduct.

(d) Non Exclusivity of Rights. To the fullest extent permitted by the Corporation's

Certificate of Incorporation and the Delaware General Corporation Law, the rights conferred on

any person by this Bylaw shall not be exclusive of any other right which such person may have

or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws,

agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his

official capacity and as to action in another capacity while holding office. The Corporation is

specifically authorized to enter into individual contracts with any or all of its directors, officers,

employees or agents respecting indemnification and advances, to the fullest extent permitted by

the Delaware General Corporation Law and the Corporation's Certificate of Incorporation.

(e) Survival of Rights. The rights conferred on any person by this Bylaw shall

continue as to a person who has ceased to be a director or executive officer and shall inure to the

benefit of the heirs, executors and administrators of such a person.

(f) Insurance. The Corporation, upon approval by the Board of Directors, may

purchase insurance on behalf of any person required or permitted to be indemnified pursuant to

this Bylaw.

(g) Amendments. Any repeal or modification of this Bylaw shall only be prospective

and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of

any action or omission to act that is the cause of any proceeding against any agent of the

Corporation.

(h) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any

ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify

each director and executive officer to the fullest extent permitted by any applicable portion of

this Bylaw that shall not have been invalidated, or by any other applicable law.

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(i) Certain Definitions. For the purposes of this Bylaw, the following definitions

shall apply:

(1) The term "proceeding" shall be broadly construed and shall include,

without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of

any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative, arbitrative or investigative.

(2) The term "expenses" shall be broadly construed and shall include, without

limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or

judgment and any other costs and expenses of any nature or kind incurred in connection with any

proceeding, including expenses of establishing a right to indemnification under this Bylaw or any

applicable law.

(3) The term the "Corporation" shall include, in addition to the resulting

Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in

a consolidation or merger which, if its separate existence had continued, would have had power

and authority to indemnify its directors, officers, and employees or agents, so that any person

who is or was a director, officer, employee or agent of such constituent Corporation, or is or was

serving at the request of such constituent Corporation as a director, officer, employee or agent of

another Corporation, partnership, limited liability company, joint venture, trust or other

enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the

resulting or surviving Corporation as he would have with respect to such constituent Corporation

if its separate existence had continued.

(4) References to a "director," "officer," "employee," or "agent" of the

Corporation shall include, without limitation, situations where such person is serving at the

request of the Corporation as a director, officer, employee, trustee or agent of another

Corporation, partnership, joint venture, trust or other enterprise.

Section 2. Corporation Not Liable.

(a) The Corporation shall not be liable for any loss or damage sustained by a current

or former Exchange Member growing out of the use or enjoyment by such current or former

Exchange Member of the facilities afforded by the Corporation or its subsidiaries, including,

without limitation, a Controlled National Securities Exchange. The term "Exchange Member”

shall have the meaning given such term in the By-Laws and Rules of a Controlled National

Securities Exchange.

(b) The Corporation shall not be liable for any loss or damage sustained by a current

or former participant of the Miami International Futures Exchange, LLC (“MIAX Futures”)

growing out of the use or enjoyment by such participant of the MIAX Futures of the facilities

afforded by the Corporation or its subsidiaries, including, without limitation, the Miami

International Futures Exchange, LLC.

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ARTICLE XII

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or repealed, in

whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of

Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of

new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors

as the case may be. All such amendments must be approved by either the holders of a majority

of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of

Directors then in office. For so long as the Corporation shall control, directly or indirectly, a

Controlled National Securities Exchange before any amendment to or repeal of any provision of

the By-Laws of the Corporation shall be effective, those changes shall be submitted to the Board

of Directors of a Controlled National Securities Exchange and if the same must be filed with or

filed with and approved by the Commission before the changes may be effective, under Section

19 of the Act and the rules promulgated under the Act by the Commission or otherwise, then the

proposed changes to the By-Laws of the Corporation shall not be effective until filed with or

filed with and approved by the Commission, as the case may be.

Section 2. Entire Board of Directors. As used in this Article XII and in these By-Laws

generally, the term "entire Board of Directors" means the total number of directors which the

Corporation would have if there were no vacancies.

* * *

Adopted as of: June 27, 2015

State of Delaware Secreta.ty of State

Division of Corporations .Delivered 12:35 PM 06/17/2011

FILED 12: 35 PM 06/17 /2011 SRV 110734849 - 4420452 FILE

STATE OF DELAWARE AMENDED AND RESTATED

CERTIFICATE OF FORMATION OF

MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC

This filing has been executed and filed in accordance with Section 18-208 of the Limited Liability Company Act. This document is being executed for the purpose of amending and restating the original Certificate of Formation, filed under Miami International Stock Exchange. LLC on September 10, 2007, as amended by the Certificate of Amendment, filed on April 21, 2010 under file number: 4420452.

FIRST: The name of the limited liability company is Miami International Securities, Exchange LLC.

SECOND: The address of its registered office in the State of Delaware is 3422 Old Capitol Trail, Suite 700, Wilmington, DE 19808-6192, County of New Castle. The name of its registered agent at such address is Delaware Business Incorporations, Inc.

TIDRD: The members agree to be bound by the signed limited liability company agreements except as they may be contradicted by the Limited Liability Company Act of the State of Delaware.

FOURTH: The duration of this limited liability company will be perpetual.

IN WITNESS WHEREOF, the undersigned, an authorized person, has executed this Amended and Restated Certificate of Formation on this date of June 17, 2011.


By: 7)..._/~ Thomas P. Gallagher Chairman

AMENDED AND RESTATED

BY-LAWS

OF


(a Delaware limited liability company)

These Amended and Restated By-Laws have been established as the By-Laws of Miami

International Securities Exchange, LLC, a Delaware limited liability company (the "Company"),

pursuant to the Second Amended and Restated Limited Liability Company Agreement of the

Company, dated as of December 1, 2012 (as amended from time to time, the "LLC Agreement"),

and, together with the LLC Agreement, constitute the limited liability company agreement of the

Company within the meaning of the LLC Act (as defined in the LLC Agreement). In the event of

any inconsistency between the LLC Agreement and these By-Laws, the provision of the LLC

Agreement shall control.

ARTICLE I

Definitions

When used in these By-Laws, unless the context otherwise requires, the terms set forth

below shall have the following meanings:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) An “affiliate” of, or person “affiliated” with a specific person, is a person that

directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under

common control with, the person specified.

(c) “Board” or “Board of Directors” means the Board of Directors of the Company.

(d) “broker” shall have the same meaning as in Section 3(a)(4) of the Act.

(e) “Certificate of Formation” means the Certificate of Formation of the Company

filed with the office of the Secretary of State of the State of Delaware on September 10, 2007 as

amended or amended and restated from time to time.

(f) “Commission” means the Securities and Exchange Commission.

(g) “Company” means Miami International Securities Exchange, LLC, a Delaware

limited liability company.

(h) “day” means calendar day.

(i) “dealer” shall have the same meaning as in Section 3(a)(5) of the Act.

2

(j) “Director” means the persons elected or appointed to the Board of Directors from

time to time in accordance with the LLC Agreement and these By-Laws in their capacity as

managers of the Company.

(k) “Effective Date” means the date of effectiveness of these Amended and Restated

By-Laws.

(l) “ERP Agreement” means the agreement pursuant to which Units were issued.

(m) “ERP Director” means an Industry Director who has been nominated by an ERP

Member and appointed to the Board of Directors.

(n) “ERP Member” means an Exchange Member who acquired Units pursuant to an

ERP Agreement sufficient to acquire an ERP Director or an Observer position.

(o) “Exchange” means the national securities exchange operated by the Company.

(p) “Exchange Member” means any registered broker or dealer that has been

admitted to membership in the national securities exchange operated by the Company. An

Exchange Member is not a member of the Company by reason of being an Exchange Member.

An Exchange Member will have the status of a “member” of the Exchange as that term is

defined in Section 3(a)(3) of the Act.

(q) “Executive Representative” means the person identified to the Company by an

Exchange Member as the individual authorized to represent, vote, and act on behalf' of the

Exchange Member. An Exchange Member may change its Executive Representative or appoint a

substitute for its Executive Representative upon giving notice thereof to the Secretary of the

Company via electronic process or such other process as the Company may prescribe. An

Executive Representative of an Exchange Member or a substitute shall be a member of senior

management of the Exchange Member.

(r) “Independent Director” means a Director who has no material relationship with

the Company or any affiliate of the Company, or any Exchange Member or any affiliate of any

such Exchange Member; provided, however, that an individual who otherwise qualifies as an

Independent Director shall not be disqualified from serving in such capacity solely because such

Director is a Director of the Company or its LLC Member.

(s) “Independent member” means a member of any committee who has no material

relationship with the Company or any affiliate of the Company, or any Exchange Member or any

affiliate of any such Exchange Member, other than as a committee member. The term

Independent member may but is not required to refer to an Independent Director who serves on a

committee.

(t) “Industry Director” means a Director who (i) is or has served in the prior three

years as an officer, director, or employee of a broker or dealer, excluding an outside director or a

director not engaged in the day-to-day management of a broker or dealer; (ii) is an officer,

3

director (excluding an outside director), or employee of an entity that owns more than 10% of the

equity of a broker or dealer, and the broker or dealer accounts for more than 5% of the gross

revenues received by the consolidated entity; (iii) owns more than 5% of the equity securities of

any broker or dealer, whose investments in brokers or dealers exceed 10% of his or her net

worth, or whose ownership interest otherwise permits him or her to be engaged in the day-to-day

management of a broker or dealer; (iv) provides professional services to brokers or dealers, and

such services constitute 20% or more of the professional revenues received by the Director or

20% or more of the gross revenues received by the Director’s firm or partnership; (v) provides

professional services to a director, officer, or employee of a broker, dealer, or corporation that

owns 50% or more of the voting stock of a broker or dealer, and such services relate to the

director’s, officer’s, or employee’s professional capacity and constitute 20% or more of the

professional revenues received by the Director or member or 20% or more of the gross revenues

received by the Director’s or member’s firm or partnership; or (vi) has a consulting or

employment relationship with or provides professional services to the Company or any affiliate

thereof or has had any such relationship or provided any such services at any time within the

prior three years.

(u) “Industry member” means a member of any committee or hearing panel who (i) is

or has served in the prior three years as an officer, director, or employee of a broker or dealer,

excluding an outside director or a director not engaged in the day-to-day management of a broker

or dealer; (ii) is an officer, director (excluding an outside director), or employee of an entity that

owns more than 10% of the equity of a broker or dealer, and the broker or dealer accounts for

more than 5% of the gross revenues received by the consolidated entity; (iii) owns more than 5%

of the equity securities of any broker or dealer, whose investments in brokers or dealers exceed

10% of his or her net worth, or whose ownership interest otherwise permits him or her to be

engaged in the day-to-day management of a broker or dealer; (iv) provides professional services

to brokers or dealers, and such services constitute 20% or more of the professional revenues

received by the Director or 20% or more of the gross revenues received by the Director’s firm or

partnership; (v) provides professional services to a director, officer, or employee of a broker,

dealer, or corporation that owns 50% or more of the voting stock of a broker or dealer, and such

services relate to the director’s, officer’s, or employee’s professional capacity and constitute 20%

or more of the professional revenues received by the Director or member or 20% or more of the

gross revenues received by the Director’s or member’s firm or partnership; or (vi) has a

consulting or employment relationship with or provides professional services to the Company or

any affiliate thereof or has had any such relationship or provided any such services at any time

within the prior three years.

(v) “List of Candidates” means the list of nominees for Member Representative

Director positions as nominated by the Member Nominating Committee and amended by

petitions filed by Exchange Members. The List of Candidates is submitted to Exchange Members

for the final selection of nominees to be elected by the LLC Member to serve as Member

Representative Directors.

(w) “LLC Act” means the Delaware Limited Liability Company Act, 6 §18-101, et

seq.

4

(x) “LLC Member” means any person who maintains a direct ownership interest in

the Company. The sole LLC Member of the Company shall be Miami International Holdings,

Inc.

(y) “Measurement Period” means the time period over which Units are vested.

(z) “Member Nominating Committee” means the Member Nominating Committee

elected pursuant to these By-Laws.

(aa) “Member Representative Director” means a Director who has been elected by the

LLC Member after having been nominated by the Member Nominating Committee or by an

Exchange Member pursuant to these By-Laws and confirmed as the nominee of Exchange

Members after majority vote of Exchange Members, if applicable. A Member Representative

Director may, but is not required to be an officer, director, employee, or agent of an Exchange

Member.

(bb) “Member Representative member” means a member of any committee or hearing

panel appointed by the Board who has been elected or appointed after having been nominated by

the Member Nominating Committee pursuant to these By-Laws and who is an officer, director,

employee, or agent of an Exchange Member.

(cc) “Nominating Committee” means the Nominating Committee elected pursuant to

these By-Laws.

(dd) “Non-Industry Director” means a Director who is (i) an Independent Director; or

(ii) any other individual who would not be an Industry Director.

(ee) “Non-Industry member” means a member of any committee who is (i) an

Independent member; or (ii) any other individual who would not be an Industry member.

(ff) “Observer” has the meaning set forth in Article II, Section 2.2 of these By-Laws.

(gg) “Performance Criteria” means the trades on MIAX in an amount equal to a

percentage of the average daily volume of contracts traded on all options exchanges for all

option classes listed on MIAX as reported to The Options Clearing Corporation for a specified

Measurement Period in an amount such that the ERP Member earns Units during such specified

Measurement Period.

(hh) “person” shall mean a natural person, partnership, corporation, limited liability

company, entity, government, or political subdivision, agency or instrumentality of a

government.

(ii) “person associated with an Exchange Member” or “associated person of an

Exchange Member” means any partner, officer, or director of an Exchange Member (or person

occupying a similar status or performing similar functions), any person directly or indirectly

5

controlling, controlled by, or under common control with such Exchange Member, or any

employee of such Exchange Member.

(jj) “Record Date” means a date at least thirty-five (35) days before the date

announced as the date for the annual meeting of the LLC Member and set as the last date on

which Exchange Members may petition to add to the List of Candidates and used to determine

whether Exchange Members are entitled to vote on the final List of Candidates.

(kk) “registered broker or dealer” means any registered broker or dealer, as defined in

Section 3(a)(48) of the Act, that is registered with the Commission under the Act.

(ll) “Regulatory Funds” means fees, fines, or penalties derived from the regulatory

operations of the Company. “Regulatory Funds” shall not be construed to include revenues

derived from listing fees, market data revenues, transaction revenues, or any other aspect of the

commercial operations of the Company, even if a portion of such revenues are used to pay costs

associated with the regulatory operations of the Company.

(mm) “Rules” or “Exchange Rules” shall have the same meaning as set forth in Section

3(a)(27) of the Act.

(nn) “statutory disqualification” shall have the same meaning as in Section 3(a)(39) of

the Act.

(oo) “Unit” means a combination of securities or types of securities packaged together

as one.

ARTICLE II

Board of Directors

Section 2.1 Powers

(a) The business and affairs of the Company shall be managed by its Board,

except to the extent that the authority, powers and duties of such management shall be delegated

to a committee or committees of the Board pursuant to these By-Laws or the Rules. The Board of

Directors shall have the power to do any and all acts necessary, convenient or incidental to or for

the furtherance of the purposes described herein, including all powers, statutory or otherwise. To

the fullest extent permitted by applicable law and these By-Laws, the Board may delegate any of

its powers to a committee appointed pursuant to Article IV or to any officer, employee or agent

of the Company.

(b) The Board shall have the power to adopt, amend or repeal the Rules in

accordance with Article IX, Section 9.1.

(c) The Board may adopt such rules, regulations, and requirements for the

conduct of the business and management of the Company, not inconsistent with law, the

Certificate of Formation, the LLC Agreement or these By-Laws, as the Board may deem proper.

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A Director shall, in the performance of such Director’s duties, be fully protected, to the fullest

extent permitted by law, in relying in good faith upon the books of account or reports made to

the Company by any of its officers, by an independent certified public accountant, by an

appraiser selected with reasonable care by the Board or any committee of the Board or by any

agent of the Company, or in relying in good faith upon other records of the Company.

(d) In connection with managing the business and affairs of the Company, the

Board shall consider applicable requirements for registration as a national securities exchange

under Section 6(b) of the Act, including, without limitation, the requirements that (i) the Rules

shall be designed to protect investors and the public interest and (ii) the Company shall be so

organized and have the capacity to carry out the purposes of the Act and to enforce compliance

by its “members,” as that term is defined in Section 3 of the Act (such statutory members being

referred to in these By-Laws as “Exchange Members”) and persons associated with Exchange

Members, with the provisions of the Act, the rules and regulations under the Act, and the Rules

of the Exchange. In furtherance of the foregoing, the Board shall, among other things, approve

the Exchange’s budget which shall be adequate for the operation of the Exchange and for the

Exchange to carry out its responsibilities under the Act. In connection therewith, the Board shall

approve the Exchange’s regulatory budget which shall be adequate for the regulation of the

Exchange.

(e) In light of the unique nature of the Company and its operations and in

light of the Company’s status as a self-regulatory organization, the Board, when evaluating any

proposal, shall, to the fullest extent permitted by applicable law, take into account all factors that

the Board deems relevant, including, without limitation, to the extent deemed relevant: (i) the

potential impact thereof on the integrity, continuity and stability of the national securities

exchange operated by the Company and the other operations of the Company, on the ability to

prevent fraudulent and manipulative acts and practices and on investors and the public, and (ii)

whether such would promote just and equitable principles of trade, foster cooperation and

coordination with persons engaged in regulating, clearing, settling, processing information with

respect to and facilitating transactions in securities or assist in the removal of impediments to or

perfection of the mechanisms for a free and open market and a national market system.

Section 2.2 Composition of the Board and Observer Rights

(a) The number of Directors shall be not less than ten (10) including the Chief

Executive Officer of the Company. The number of Directors may be fixed from time to time by

the LLC Member at any time in its sole and absolute discretion, upon notice to all Directors

subject to the minimum number provided for in this Section 2.2(a). No decrease in the number

of Directors shall have the effect of shortening the term of any incumbent Director.

(b) At all times the Board of Directors shall consist of one (1) Director who is

the Chief Executive Officer of the Company and sufficient numbers of Non-Industry (including

Independent), Industry and Member Representative Directors to meet the following composition

requirements:

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(i) The number of Non-Industry Directors, including at least one

Independent Director, shall equal or exceed the sum of the number of Industry Directors

(including the ERP Directors) and Member Representative Directors elected pursuant to Article

II, or Section 2.4; and

(ii) The number of Member Representative Directors (which shall not

include the ERP Directors) shall be at least twenty (20) percent of the Board.

(c) The Secretary shall collect from each nominee for Director such

information as is reasonably necessary to serve as the basis for a determination of the nominee’s

classification as a Member Representative, Non-Industry or Independent Director, if applicable,

and the Secretary shall certify to the Nominating Committee or Member Nominating Committee

each nominee’s classification, if applicable. Directors shall update the information submitted

under this subsection at least annually and upon request of the Secretary, and shall report

immediately to the Secretary any change in such information.

(d) A Director may not be subject to a statutory disqualification.

(e) Any ERP Member (either by itself or with its affiliates) that is not

otherwise represented on the Board may have the right to nominate one (1) ERP Director or

appoint an Observer to the Board of Directors. If at any time such ERP Member is otherwise

able to nominate an ERP Director hereunder but is unable to fill such position as a result of such

ERP Member already having a representative on the Board, such ERP Member will have the

right to nominate such Director in accordance with this Article II, Section 2.2(e) upon the

resignation or removal of such Director already serving on the Board. The ERP Member’s right

to nominate a Director or appoint an Observer pursuant to this Section 2.2(e) shall be perpetual,

subject to the provisions of Section 2.3 below. The nominee shall be appointed at the first

annual meeting of the Company following the Effective Date.

(f) If an ERP Director position needs to be added pursuant to Article II,

Section 2.2(e), such ERP Director shall be nominated by the applicable ERP Member and elected

by the LLC Member and additional Director positions shall be added and filled at the same time

as the election of the new ERP Director, as required to comply with the requirements set forth in

Article II, Section 2.2(a) and (b).

(g) As per Section 2.2(e), a person may be invited to attend meetings of the

Board in a nonvoting observer capacity as follows (“Observers”):

(i) Any ERP Member that is not otherwise represented on the Board

shall have the right to appoint one individual as an Observer. If the ERP Member is otherwise

able to nominate an ERP Director, an Observer appointment would be in lieu of such ERP

Director nomination.

(ii) The ERP Member’s right to appoint an Observer pursuant to this

Section 2.2(g) shall be perpetual, subject to the provisions of Section 2.3 below. An Observer

may not be subject to a statutory disqualification.

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(iii) The Company shall invite the Observers to attend all meetings of

its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such

representative copies of all notices, minutes, consents, and other materials that it provides to its

Directors at the same time and in the same manner as provided to such Directors; provided,

however, that such representative shall agree to hold in confidence and trust and to act in a

fiduciary manner with respect to all information so provided; and provided further, that the

Company reserves the right to withhold any information and to exclude such representative from

any meeting or portion thereof if access to such information or attendance at such meeting could

adversely affect the attorney-client privilege between the Company and its counsel or result in

disclosure of trade secrets or a conflict of interest.

Section 2.3 Terms of Office

(a) The Board term of the Chief Executive Officer shall expire when such

individual ceases to be Chief Executive Officer of the Company.

(b) Each of the Non-Industry and Industry Directors (including Member

Representative Directors) other than the ERP Directors shall be divided into three (3) classes,

designated Class I, Class II and Class III, which shall be as nearly equal in number and

classification as the total number of such Directors then serving on the Board permits. Directors

other than the Chief Executive Officer or the ERP Directors shall serve staggered three-year

terms, with the term of office of one class expiring each year. A Director may serve for any

number of terms, consecutive or otherwise. In order to commence such staggered three-year

terms, Directors in Class I shall hold office until the second annual election of the Board of

Directors, Directors in Class II shall initially hold office until the third annual election of the

Board of Directors, and Directors in Class III shall initially hold office until the fourth annual

election of the Board of Directors. Commencing with the second annual election of the Board of

Directors, the term of office for each class of Directors elected at such time shall be three years

from the date of their election. Notwithstanding the foregoing, in the case of any new Director as

contemplated by Article II, Section 2.2(a), such Director shall be added to a class, as determined

by the Board at the time of such Director's initial election or appointment, and shall have an

initial term expiring at the same time as the term of the class to which such Director has been

added. The Board term of the ERP Directors shall expire as set forth in Article II, Section 2.3

(c), (d) and (e) below.

(c) In the event that an ERP Member (either by itself or with its affiliates)

who has the right to nominate an ERP Director and which fails to meet its Performance Criteria

for three consecutive Measurement Periods such that it only meets the required performance

criteria of an ERP Member that may appoint an Observer, the individual designated by the non-

performing ERP Member shall immediately cease to be an ERP Director of the Company and

such ERP Member shall cease to have the right to nominate an ERP Director. Such non-

performing ERP Member shall continue to maintain Observer rights as set forth in Article II,

Section 2.2(g), subject to the provisions of Section 2.3(e) below. Notwithstanding the foregoing,

in the event that the non-performing ERP Member satisfies the Performance Criteria for a

subsequent Measurement Period, then such ERP Member may renominate an ERP Director for

election at the immediately following annual meeting of the Company.

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(d) In the event that an ERP Member (either by itself or with its affiliates)

who has the right to appoint an Observer and which fails to meet its Performance Criteria for

three consecutive Measurement Periods, the individual designated by the non-performing ERP

Member shall immediately cease to be an Observer and such non-performing ERP Member shall

cease to have the right to appoint an Observer. Notwithstanding the foregoing, in the event that

the non-performing ERP Member satisfies the Performance Criteria for a subsequent

Measurement Period, then such ERP Member may reappoint an Observer.

(e) An individual ERP Director or Observer position shall be immediately

terminated following the transfer of common stock or warrants of the LLC Member acquired

pursuant to the ERP Agreement by an ERP Member which, after giving effect to such transfer,

results in such ERP Member holding less than 20% of the aggregate number of shares of

common stock of the LLC Member issued or issuable pursuant to the Units acquired pursuant to

the ERP Agreement collectively.

Section 2.4 Nomination and Election

(a) The Nominating Committee each year shall nominate Directors for each

Director position standing for election at the annual meeting of the LLC Member that year. For

positions requiring persons who qualify as Member Representative Directors, the Nominating

Committee shall nominate only those persons whose names have been approved and submitted by

the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant

to the procedures set forth below in this Section 2.4. For Director positions requiring persons who

qualify as ERP Directors, the Nominating Committee shall nominate only those persons whose

names have been approved and submitted by the applicable ERP Members having the right to

nominate such person pursuant to Article II, Section 2.2 of these By-Laws.

(b) The Member Nominating Committee shall consult with the Nominating

Committee, the Chairman and Chief Executive Officer, and shall solicit comments from

Exchange Members for the purpose of approving and submitting names of candidates for

election to the position of Member Representative Director. A Member Representative Director

may, but is not required to be an officer, director, employee, or agent of an Exchange Member.

(c) Not later than sixty (60) days prior to the date announced as the date for

the annual meeting of the LLC Member, the Member Nominating Committee shall report to the

Nominating Committee and the Secretary the initial nominees for Member Representative

Director positions on the Board that have been approved and submitted by the Member

Nominating Committee. The Secretary shall promptly notify Exchange Members of those initial

nominees. Exchange Members may identify other candidates (“Petition Candidates” for purposes

of this Section 2.4) for the Member Representative Director positions by delivering to the

Secretary, at least thirty-five (35) days before the date announced as the date for the annual

meeting of the LLC Member (the “Record Date” for purposes of this Section 2.4), a written

petition, which shall designate the candidate by name and office and shall be signed by

Executive Representatives of ten percent (10%) or more of the Exchange Members. An

Exchange Member may endorse as many candidates as there are Member Representative

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Director positions to be filled. No Exchange Member, together with its affiliates, may account

for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any

signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent

(50%) limitation shall be disregarded.

(d) Each petition for a Petition Candidate must include a completed

questionnaire used to gather information concerning Member Representative Director

candidates and must be filed with the Company (the Company shall provide the form of

questionnaire upon the request of any Exchange Member).

(e) If no valid petitions from Exchange Members are received by the Record

Date, the initial nominees approved and submitted by the Member Nominating Committee shall

be nominated as Member Representative Directors by the Nominating Committee. If one or

more valid petitions from Exchange Members are received by the Record Date, the Secretary

shall include such additional nominees, along with the initial nominees nominated by the

Member Nominating Committee, on a list of nominees (the “List of Candidates”). Upon

completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that

were Exchange Members on the Record Date, by any means, including electronic transmission,

to confirm the nominees for the Member Representative Director positions. The List of

Candidates shall be accompanied by a notice regarding the time and date of an election to be

held at least twenty (20) days prior to the annual LLC Member meeting to confirm the

Exchange Members’ selections of nominees for Member Representative Directors.

(f) With respect to the election held to determine the final nomination of

Member Representative Directors, each Exchange Member shall have the right to cast one (1)

vote for each available Member Representative Director nomination; provided, however, that

any such vote must be cast for a person on the List of Candidates and that no Exchange

Member, together with its affiliates, may account for more than twenty percent (20%) of the

votes cast for a candidate, and any votes cast by such Exchange Member, together with its

affiliates, in excess of such twenty percent (20%) limitation shall be disregarded. The votes

shall be cast by written ballot, electronic transmission or any other means as set forth in a notice

to the Exchange Members sent by the Company prior to such election. Only votes received

prior to 5:00 p.m. Eastern Time on the date of the election shall count for the nomination of a

Member Representative Director. The persons on the List of Candidates who receive the most

votes shall be selected as the nominees for the Member Representative Director positions to be

elected by the LLC Member. Tie votes by the Exchange Members shall be decided by the

Member Nominating Committee.

Section 2.5 [Reserved]

Section 2.6 Chairman of the Board

The Board shall appoint one of the Directors to serve as the Chairman of the Board

(“Chairman”). The Chairman shall preside at all meetings of the Board at which the Chairman

is present; provided, however, that if the Chairman is the Chief Executive Officer he or she shall

not participate in executive sessions of the Board. The Chairman shall exercise such other

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powers and perform such other duties as may be assigned to the Chairman from time to time by

the Board. If the Chairman is the Chief Executive Officer, the Board of Directors shall designate

a Lead Director from among the Board’s Independent Directors to preside over executive

sessions of the Board. The Board shall publicly disclose the identity of the Lead Director, if any,

and the means by which interested parties may communicate with such Lead Director.

Section 2.7 Vice Chairman

Each year following the annual election of the Directors, the Board may select a Vice

Chairman of the Board (the “Vice Chairman”) to serve for a term of one year and until a

successor is elected or appointed and qualified. The Vice Chairman shall (i) preside over the

meetings of the Board in the event the Chairman of the Board is absent or unable to do so, and

(ii) exercise such other powers and perform such other duties as are delegated to the Vice

Chairman of the Board by the Board.

Section 2.8 Vacancies

(a) Whenever any Director position becomes vacant prior to the election of a

successor at the end of such Director’s term, whether because of death, disability,

disqualification, removal, or resignation, the Nominating Committee shall nominate, and the

LLC Member shall elect, a person satisfying the classification (Industry, Non-Industry, or

Independent Director), if applicable, for the directorship as provided in Article II, Section 2.2(b)

to fill such vacancy; provided, however, that if the remaining term of office of a Member

Representative Director at the time of such Director’s termination is not more than six months,

during the period of vacancy the Board shall not be deemed to be in violation of Article II,

Section 2.2(b) by virtue of such vacancy.

(b) If the LLC Member fills a vacancy resulting from a Member

Representative Director position becoming vacant prior to the expiration of such Member

Representative Director’s term, or resulting from the creation of an additional Member

Representative Director position required by an increase in the size of the Board, then the LLC

Member shall follow the procedures set forth in this Section 2.8(b). In such an event, the

Member Nominating Committee shall either (i) recommend an individual to the LLC Member to

be elected to fill such vacancy or (ii) provide a list of recommended individuals to the LLC

Member from which the LLC Member shall elect the individual to fill such vacancy. The LLC

Member shall elect, pursuant to this Section 2.8(b), only individuals recommended by the

Member Nominating Committee.

(c) If an ERP Director position becomes vacant for a reason other than failure

by an ERP Member to meet its Performance Criteria as set forth in Article II, Section 2.3(c), then

the LLC Member shall follow the procedures set forth in this Section 2.8(c). In such an event,

the Nominating Committee shall recommend an individual to the LLC Member to be elected to

fill such vacancy that has been nominated by the applicable ERP Member having the right to

nominate such person pursuant to Article II, Section 2.2 of these By-Laws. The LLC Member

shall elect, pursuant to this Section 2.8(c), only individuals recommended by the Nominating

Committee.

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Section 2.9 Removal and Resignation

(a) Except as hereinafter provided, any Director may be removed or expelled

with or without cause by the LLC Member, and may be removed by the Board of Directors in the

manner provided by Article II, Section 2.9(b) below; provided, however, that any Member

Representative Director or ERP Director may only be removed for cause, which shall include,

without limitation, such Director being subject to a statutory disqualification.

(b) A Director shall be removed immediately upon a determination by the

Board, by a majority vote of the remaining Directors: (i) that the Director no longer satisfies the

classification for which the Director was elected; and (ii) that the Director’s continued service as

such would violate the compositional requirements of the Board set forth in Article II, Section

2.2(b).

(c) Any Director may resign at any time either upon notice of resignation to

the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect

at the time specified therein or, if the time is not specified, upon receipt thereof, and the

acceptance of such resignation, unless required by the terms thereof, shall not be necessary to

make such resignation effective.

Section 2.10 Place of Meetings; Mode

Any meeting of the Board may be held at such place, within or without the State of

Delaware, as shall be designated in the notice of such meeting, but if no such designation is

made, then the meeting will be held at the principal business office of the Company. Members of

the Board or any committee of the Board may participate in a meeting of the Board or committee

by conference telephone or other communications equipment by means of which all persons

participating in the meeting can hear each other, and such participation in a meeting shall

constitute presence in person at the meeting.

Section 2.11 Regular Meetings

Regular meetings of the Board may be held, with or without notice, at such time or place

as may from time to time be specified in a resolution adopted by the Board.

Section 2.12 Special Meetings

(a) Special meetings of the Board may be called on a minimum of two (2)

days’ notice to each Director by the Chairman, the Chief Executive Officer or the President, and

shall be called by the Secretary upon the written request of three (3) Directors then in office.

(b) The person or persons calling a special meeting of the Board shall fix the

time and place at which the meeting shall be held, and such time and place shall be specified in

the notice of such meeting. Notice of any special meeting shall be given to each Director at his or

her business address or such other address as he or she may have advised the Secretary to use for

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such purpose. If delivered, notice shall be deemed to be given when delivered to such address or

to the Director to be notified. If mailed, such notice shall be deemed to be given five (5) business

days after deposit in the United States mail, postage prepaid, of a letter addressed to the

appropriate location. Notice may also be given by telephone, electronic transmission or other

means not specified in this section, and in each such case shall be deemed to be given when

actually received by the Director to be notified.

Section 2.13 Exchange Member Meetings

The Company shall not be required to hold meetings of the Exchange Members.

Section 2.14 Voting, Quorum and Action by the Board

Each Director shall be entitled to one (1) vote. At all meetings of the Board, the presence

of a majority of the number of Directors then in office shall constitute a quorum for the

transaction of business. If a quorum shall not be present at any meeting of the Board, the

Directors present at such meeting may adjourn the meeting from time to time, without notice

other than announcement at the meeting, until a quorum shall be present. The act of a majority of

the Directors present at any meeting at which there is a quorum shall be the act of the Board

except as may be otherwise specifically provided by statute, the Certificate of Formation, the

LLC Agreement or these By-Laws.

Section 2.15 Presumption of Assent

A Director of the Company who is present at a duly convened meeting of the Board or of

a committee of the Board at which action on any corporate matter is taken shall be conclusively

presumed to have assented to the action taken unless his or her dissent or election to abstain shall

be entered in the minutes of the meeting or unless he or she shall file his or her written dissent or

election to abstain to such action with the person acting as the secretary of the meeting before the

adjournment of the meeting or shall forward such dissent or election to abstain by registered or

certified mail to the Secretary of the Company immediately after the adjournment of the meeting.

Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

Section 2.16 Action in Lieu of Meeting

Unless otherwise restricted by statute, the Certificate of Formation, the LLC Agreement

or these By-Laws, any action required or permitted to be taken at any meeting of the Board or

any committee thereof may be taken without a meeting if all members of the Board or

committee, as the case may be, consent thereto in writing or by electronic transmission, and such

writing(s) or electronic transmission(s) are filed with the minutes of proceedings of the Board or

the committee.

Section 2.17 Waiver of Notice

(a) Whenever notice is required to be given by law, the Certificate of

Formation, the LLC Agreement or these By-Laws, a waiver thereof by the person or persons

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entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent

to notice. Neither the business to be transacted at, nor the purpose of, any regular or special

meeting of the Board, or members of a committee, need be specified in any waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of

such meeting, except when the person attends a meeting for the express purpose of objecting, at

the beginning of the meeting, to the transaction of any business because the meeting is not

lawfully called or convened.

Section 2.18 Compensation of Board and Committee Members

The Board may provide for reasonable compensation of the Chairman, the Directors and

the members of committees. The Board may also provide for reimbursement of reasonable

expenses incurred by such persons in connection with the business of the Company.

Section 2.19 Interpretation of By-Laws

The Board shall have the power to interpret these By-Laws and any interpretation made

by it shall be final and conclusive.

Section 2.20 Conflicts of Interest; Contracts and Transactions Involving Directors

(a) A Director or a member of any committee may not participate in the

consideration or decision of any matter relating to a particular Exchange Member, company, or

individual if such Director or committee member has a material interest in, or a professional,

business, or personal relationship with, that Exchange Member, company, or individual, or if

such participation shall create an appearance of impropriety. In any such case, the Director or

committee member shall recuse himself or herself or shall be disqualified. If a member of the

Board or any committee is recused from consideration of a matter, any decision on the matter

shall be by a vote of a majority of the remaining members of the Board or applicable committee.

(b) No contract or transaction between the Company and one or more of its

Directors or officers, or between the Company and any other corporation, partnership,

association, or other organization in which one or more of its Directors or officers are directors

or officers, or have a financial interest, shall be void or voidable solely for this reason if: (i) the

material facts pertaining to such Director’s or officer’s relationship or interest and the contract or

transaction are disclosed or are known to the Board or the committee, and the Board or

committee in good faith authorizes the contract or transaction by the affirmative vote of a

majority of the disinterested Directors, even though the disinterested Directors be less than a

quorum; or (ii) the material facts are disclosed or become known to the Board or committee after

the contract or transaction is entered into, and the Board or committee in good faith ratifies the

contract or transaction by the affirmative vote of a majority of the disinterested Directors, even

though the disinterested Directors be less than a quorum.

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ARTICLE III

The LLC Member

Section 3.1 Annual Meeting; Election of Directors and Other Matters

The annual meeting of the LLC Member shall be held at such place and time as

determined by the Board for the purpose of electing Directors and members of the Nominating

Committee and Member Nominating Committee, and for conducting such other business as may

properly come before the meeting. Written notice of the annual meeting stating the place, date

and hour of the meeting shall be given to the LLC Member not less than ten (10) nor more than

sixty (60) days before the date of the meeting.

Section 3.2 Special Meetings

Special meetings of the LLC Member, for any purpose or purposes, may be called by the

Chairman, the Board, the Chief Executive Officer or the President, and shall be called by the

Secretary at the request in writing of the LLC Member. Written notice of a special meeting

stating the place, date and hour of the meeting and the purpose or purposes for which the meeting

is called, shall be given to the LLC Member not less than ten (10) nor more than sixty (60) days

before the date of the meeting. Business transacted at any special meeting of the LLC Member

shall be limited to the purpose(s) stated in the notice of the meeting.

Section 3.3 Action in Lieu of Meeting

Any action upon which a vote of the LLC Member is required or permitted, may be taken

without a meeting, without prior notice and without a vote, if a consent in writing, setting forth

the action so taken, shall be signed by the LLC Member.

Section 3.4 Assignment

The LLC Member may not transfer or assign in whole or in part its limited liability

company interest in the Company to any entity, unless such transfer or assignment shall be filed

with and approved by the Commission under Section 19 of the Exchange Act and the rules

promulgated thereunder.

ARTICLE IV

Committees

Section 4.1 Designation of Committees

(a) Committees of the Board. The committees of the Board shall consist of

a Compensation Committee, an Audit Committee, a Regulatory Oversight Committee, an

Appeals Committee, and such other committees as may be provided in these By-Laws or the

Rules or as may be from time to time established by the Board. Committees shall have such

authority as is vested in them by these By-Laws or the Rules, or as is delegated to them by the

Board. All committees are subject to the control and supervision of the Board.

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(b) Committees of the Exchange. The Exchange also shall have such other

committees as may be provided in these By-Laws or the Rules or as may be from time to time

created by the Board. Except as may be otherwise provided in these By-Laws, the Rules or the

resolution of the Board establishing any such other committee, the Chairman or his or her

designee, with the approval of the Board, shall appoint the members of such Exchange

committees (other than the committees of the Board) and may designate, with the approval of the

Board, a Chairman thereof. Except as may be otherwise provided in these By-Laws or the Rules,

the Chairman or his or her designee may, at any time, with or without cause, remove any

member of any such Exchange committee.

Section 4.2 Board Committees - Appointment and Removal; Vacancies; Term

(a) Except as may be otherwise provided in these By-Laws, the Rules or the

resolution of the Board establishing any committee, the Chairman, with the approval of the

Board, shall appoint, consistent with these By-Laws, the members of all committees of the

Board, and the Chairman may, at any time, with or without cause, remove any member of a

committee so appointed, with the approval of the Board. Each committee shall be comprised of

at least three (3) people and except as provided in these By-Laws may include persons who are

not members of the Board; provided, however, that such committee members who are not also

members of the Board shall only participate in committee actions to the extent permitted by law.

In appointing members to committees of the Board, the Chairman is responsible for determining

that any such committee meets the composition requirements set forth in this Article IV.

(b) Upon request of the Secretary, each prospective committee member who

is not a Director shall provide to the Secretary such information as is reasonably necessary to

serve as the basis for a determination of the prospective committee member’s classification as an

Industry, Non-Industry, or Independent member. The Secretary shall certify to the Board each

prospective committee member’s classification. Such committee members shall update the

information submitted under this subsection at least annually and upon request of the Secretary,

and shall report immediately to the Secretary any change in such information. A committee

member may not be subject to a statutory disqualification.

(c) The term of office of a committee member shall terminate immediately

upon a determination by the Board, by a majority vote of the Directors, (i) that the committee

member no longer satisfies the classification for which the committee member was selected; and

(ii) that the committee member’s continued service as such would violate the compositional

requirements of such committee set forth in this Article IV.

(d) Any vacancy occurring in a committee shall be filled by the Chairman for

the remainder of the term, with the approval of the Board.

(e) Except as otherwise provided by the By-Laws, members of a committee

shall hold office for a one-year period.

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Section 4.3 Conduct of Proceedings

Except as otherwise provided in these By-Laws, the Rules, the Charter of the committee

or by the Board by resolution, each committee may adopt its own rules of procedure and may

meet at stated times or on such notice as such committee may determine. In the absence of any

such established procedures, each committee shall conduct its business in the same manner as the

Board of Directors conducts its business pursuant to Article II of these By-Laws. Each

committee shall keep regular minutes of its meetings and report the same to the Board when

required.

Section 4.4 Voting, Quorum and Action by Committees

Each committee member shall be entitled to one (1) vote. Unless otherwise required by

the By-Laws, the Rules or the Charter of the committee, the presence of a majority of the number

of committee members serving on a committee shall constitute a quorum for the transaction of

business of such committee. If a quorum shall not be present at any meeting of a committee, the

committee members present at such meeting may adjourn the meeting from time to time, without

notice other than announcement at the meeting, until a quorum shall be present. The act of a

majority of the committee members present at any meeting at which there is a quorum shall be

the act of such committee except as may be otherwise specifically provided by statute or these

By-Laws, the Rules or the Charter of the committee.

Section 4.5 Specified Board Committees

(a) Compensation Committee. The Chairman, with the approval of the

Board, shall appoint a Compensation Committee consisting of Non-Industry Directors. The

Compensation Committee shall consider and recommend compensation policies, programs, and

practices for officers and other employees of the Company.

(b) Audit Committee. The Chairman, with the approval of the Board, shall

appoint an Audit Committee consisting of Directors. A majority of the Audit Committee

members shall be Non-Industry Directors. A Non-Industry Director shall serve as Chairman of

the Audit Committee. The Audit Committee shall perform the following primary functions, as

well as such other functions as may be specified in the charter of the Audit Committee: (i)

provide oversight over the Company’s financial reporting process and the financial information

that is provided to the LLC Member and others; (ii) provide oversight over the systems of

internal controls established by management and the Board and the Company’s legal and

compliance process; and (iii) direct and oversee all the activities of the Company’s internal audit

function, including but not limited to management’s responsiveness to internal audit

recommendations. The Audit Committee shall have exclusive authority to: (i) hire or terminate

the head of the Company’s Internal Audit Department; (ii) determine the compensation of the

head of the Internal Audit Department; and (iii) determine the budget for the Internal Audit

Department. The Internal Audit Department and its head shall report directly to the Audit

Committee. The Audit Committee may, in its discretion, direct that the Internal Audit

Department also report to senior management of the Company on matters the Audit Committee

deems appropriate and may request that senior management of the Company perform such

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operational oversight as necessary and proper, consistent with preservation of the independence

of the internal audit function.

(c) Regulatory Oversight Committee. The Chairman, with the approval of

the Board, shall appoint a Regulatory Oversight Committee consisting of Non-Industry

Directors. The Regulatory Oversight Committee shall oversee the adequacy and effectiveness of

Exchange’s regulatory and self-regulatory organization responsibilities, and shall be responsible

for assessing the Exchange’s regulatory performance and recommending compensation and

personnel actions involving the Chief Regulatory Officer and senior regulatory personnel to the

Board’s Compensation Committee for action. The Regulatory Oversight Committee shall also

assist the Board and committees of the Board in reviewing the regulatory plan and the overall

effectiveness of Exchange’s regulatory functions. In furtherance of its functions, the Regulatory

Oversight Committee (i) shall review the Exchange’s regulatory budget, which shall be approved

by the Board of Directors, and shall specifically inquire into the adequacy of resources available

in the budget for regulatory activities; and (ii) shall meet regularly with the Chief Regulatory

Officer in executive session.

(d) Appeals Committee. The Chairman, with the approval of the Board,

shall appoint an Appeals Committee. The Appeals Committee shall preside over all appeals

related to disciplinary and adverse action determinations in accordance with the Exchange Rules.

The Appeals Committee shall consist of one Independent Director, one Industry Director, and

one Member Representative Director. If the Independent Director recuses himself or herself from

an appeal, due to a conflict of interest or otherwise, such Independent Director may be replaced

by a Non-Industry Director for purposes of the applicable appeal if there is no other Independent

Director able to serve as the replacement.

(e) Executive Committee. The Chairman, with the approval of the Board,

may appoint an Executive Committee consisting of Directors, which shall, to the fullest extent

permitted by Delaware law and other applicable law, have and be permitted to exercise all the

powers and authority of the Board in the management of the business and affairs of the Company

between meetings of the Board. The number of Non-Industry Directors on the Executive

Committee shall equal or exceed the number of Industry Directors on the Executive Committee.

The percentage of Independent Directors on the Executive Committee shall be at least as great as

the percentage of Independent Directors on the whole Board, and the percentage of Member

Representative Directors on the Executive Committee shall be at least as great as the percentage

of Member Representative Directors on the whole Board.

(f) Finance Committee. The Chairman, with the approval of the Board, may

appoint a Finance Committee consisting of Directors. A majority of the Finance Committee

members shall be Non–Industry Directors. The Finance Committee shall advise the Board with

respect to the oversight of the financial operations and conditions of the Company, including

recommendations for Company’s annual operating and capital budgets.

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Section 4.6 Quality of Markets Committee.

The Chairman, with the approval of the Board, shall appoint a Quality of Markets

Committee. The Quality of Markets Committee shall provide advice and guidance to the Board

on issues relating to the fairness, integrity, efficiency and competitiveness of the information,

order handling and execution mechanisms of the Exchange from the perspective of investors,

both individual and institutional, retail firms, market making firms, Exchange listed companies

and other market participants. The Quality of Markets Committee shall include broad

representation of participants in the Exchange, including investors, market makers, integrated

retail firms and order entry firms. The Quality of Markets Committee shall include a number of

Member Representative members that is equal to at least 20 percent of the total number of

members of the Quality of Markets Committee. The number of Non-Industry members of the

Quality of Markets Committee shall equal or exceed the sum of the number of Industry members

and Member Representative members.

Section 4.7 Business Conduct Committee

There shall be a Business Conduct Committee which shall not be a Board Committee but

shall be a committee of the Exchange. The Chairman shall appoint a Business Conduct

Committee composed of such number of Exchange Members and individuals who are not

Exchange Members as the Chairman shall deem necessary, none of whom shall be Directors.

The Business Conduct Committee or any panel thereof shall include at least one officer, director

or employee of an Exchange Member.

The jurisdiction, function and powers shall be exercised by the Business Conduct

Committee in accordance with the provisions set forth in the MIAX Rules.

ARTICLE V

Nominating Committees

Section 5.1 Election of Nominating Committee and Member Nominating Committee

The Nominating Committee and the Member Nominating Committee shall each be

elected on an annual basis by vote of the LLC Member. The LLC Member shall appoint the

initial Nominating Committee and Member Nominating Committee consistent with the

compositional requirements of this Article V within fifteen (15) days after the Exchange’s

application for registration as a national securities exchange is granted. Because the first annual

meeting of the LLC Member is intended to be held within ninety (90) days after the Exchange’s

application for registration as a national securities exchange is granted, the initial Nominating

Committee and Member Nominating Committee shall serve until the second annual meeting of

the LLC Member. Not later than sixty (60) days prior to the date announced as the date for each

annual meeting of the LLC Member commencing with the second annual meeting of the LLC

Member, the Nominating Committee and the Member Nominating Committee shall nominate

candidates to serve on the succeeding year’s Nominating Committee and Member Nominating

Committee, as applicable, and notify the Secretary of such nominees. Such candidates shall be

voted on by the LLC Member at the annual meeting of the LLC Member. Additional candidates

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for the Member Nominating Committee may be nominated and elected pursuant to the same

process as provided for in Article II, Section 2.4.

Section 5.2 Nominating Committee

The Nominating Committee shall nominate candidates for election to the Board at the

annual LLC Member meeting and all other vacant or new Director positions on the Board. The

Nominating Committee, in making such nominations, is responsible for ensuring that candidates

meet the compositional requirements of Article II, Section 2.2(b). The number of Non-Industry

members on the Nominating Committee shall equal or exceed the number of Industry members

on the Nominating Committee. A Nominating Committee member may not simultaneously serve

on the Nominating Committee and the Board, unless such member is in his or her final year of

service on the Board, and following that year, that member may not stand for election to the

Board until such time as he or she is no longer a member of the Nominating Committee. No

more than one (1) member of the Nominating Committee shall be a current Director, and such

Director shall be a Non-Industry Director.

Section 5.3 Member Nominating Committee

The Member Nominating Committee shall nominate candidates for each Member

Representative Director position on the Board that is to be elected by Exchange Members or the

LLC Member under the terms of these By-Laws. Each member of the Member Nominating

Committee shall be a Member Representative member and shall not be required to be a Director

of the Company.

ARTICLE VI

Officers, Agents and Employees

Section 6.1 General

The officers of the Company shall include a Chief Executive Officer, a President, a Chief

Financial Officer, a Chief Regulatory Officer, a Secretary, a Treasurer, and such other officers as

in the Board’s opinion are desirable for the conduct of the business of the Company, including

but not limited to a Vice Chairman. Any two or more offices may be held by the same person,

except that the offices of the President and Secretary may not be held by the same person. No

person that is subject to any statutory disqualification may be an officer of the Company.

Section 6.2 Appointment and Tenure

Each officer of the Company shall be appointed by the Board on an annual basis, and

shall hold office until his or her successor is appointed and qualified or until his or her earlier

death, disability, disqualification, removal or resignation. An officer may serve for any number

of terms, consecutive or otherwise.

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Section 6.3 Resignation and Removal of Officers; Vacancies

(a) Any officer may resign at any time upon notice of resignation to the

Chairman and Chief Executive Officer, the President, or the Secretary. Any such resignation

shall take effect upon receipt of such notice or at any later time specified therein, or if the time is

not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the

terms thereof, shall not be necessary to make such resignation effective.

(b) Any officer of the Company may be removed, with or without cause, by

the Board. Such removal shall be without prejudice to the contractual rights of the affected

officer, if any, with the Company.

(c) Vacancies in any office of the Company may be filled for the unexpired

term by the Board.

Section 6.4 Compensation

The Compensation of the Chairman, the Vice Chairman and the Chief Executive Officer

shall be fixed by the Compensation Committee. The salaries of all other officers and agents of

the Company shall be fixed by the Chief Executive Officer, in consultation with the

Compensation Committee.

Section 6.5 Powers and Duties; Delegation

Each of the officers of the Company shall, unless otherwise ordered by the Board, have

such powers and duties as customarily pertain to the respective office, and such further powers

and duties as from time to time may be conferred by the Board, or by an officer delegated such

authority by the Board. The Board may delegate the duties and powers of any officer of the

Company to any other officer or to any Director for a specified period of time and for any reason

that the Board may deem sufficient.

Section 6.6 Chief Executive Officer

The Chief Executive Officer shall be the chief executive officer of the Company, shall

have general supervision over the business and affairs of the Company and shall serve at the

pleasure of the Board. The Chief Executive Officer shall have all powers and duties usually

incident to the office of the Chief Executive Officer, except as specifically limited by a

resolution of the Board. The Chief Executive Officer shall exercise such other powers and

perform such other duties as may be assigned to the Chief Executive Officer from time to time

by the Board.

Section 6.7 President

The President shall, in the absence of the Chairman, the Vice Chairman and Chief

Executive Officer, preside at all meetings of the Board at which the President is present. The

President shall have general supervision over the operations of the Company. The President shall

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have all powers and duties usually incident to the office of the President, except as specifically

limited by a resolution of the Board. The President shall exercise such other powers and perform

such other duties as may be assigned to the President from time to time by the Board.

Section 6.8 Vice President

The Board shall appoint one or more Vice Presidents. In the absence or disability of the

President or if the office of President becomes vacant, the Vice Presidents in the order

determined by the Board, or if no such determination has been made, in the order of their

seniority, shall perform the duties and exercise the powers of the President, subject to the right of

the Board at any time to extend or restrict such powers and duties or to assign them to others.

Any Vice President may have such additional designations in such Vice President’s title as the

Board may determine. The Vice Presidents shall generally assist the President in such manner as

the President shall direct. Each Vice President shall exercise such other powers and perform such

other duties as may be assigned to such Vice President from time to time by the Board, the Chief

Executive Officer or the President. The term “Vice President” used in this Section shall include

the positions of Executive Vice President, Senior Vice President, and Vice President.

Section 6.9 Chief Financial Officer

The Chief Financial Officer shall perform such duties and possess such powers as the

Board or the Chief Executive Officer may from time to time prescribe. The Chief Financial

Officer shall have the custody of the Company's funds and securities; shall keep full and accurate

all books and accounts of the Company as shall be necessary or desirable in accordance with

applicable law or generally accepted accounting principles; shall deposit all monies and other

valuable effects in the name and to the credit of the Company as may be ordered by the Chief

Executive Officer or the Board; shall cause the funds of the Company to be disbursed when such

disbursements have been duly authorized, taking proper vouchers for such disbursements; and

shall render to the Board, at its regular meeting or when the Board so requires, an account of the

Company.

Section 6.10 Chief Regulatory Officer

An officer of the Company with the position of Vice President, Senior Vice President or

Executive Vice President shall be designated as the Chief Regulatory Officer of the Company.

The Chief Regulatory Officer shall have general supervision of the regulatory operations of the

Company, including responsibility for overseeing the Company’s surveillance, examination, and

enforcement functions and for administering any regulatory services agreements with another

self-regulatory organization to which the Company is a party. The Chief Regulatory Officer shall

report to the Regulatory Oversight Committee. The Chief Regulatory Officer shall meet with the

Regulatory Oversight Committee of the Company in executive session at regularly scheduled

meetings of such committee, and at any time upon request of the Chief Regulatory Officer or any

member of the Regulatory Oversight Committee. The Chief Regulatory Officer may, but is not

required to, also serve as the General Counsel of the Company.

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Section 6.11 Secretary

The Secretary shall act as Secretary of all meetings of the Board at which the Secretary is

present, shall record all the proceedings of all such meetings in a book to be kept for that

purpose, shall have supervision over the giving and service of notices of the Company, and shall

have supervision over the care and custody of the books and records of the Company. The

Secretary shall be empowered to affix the Company’s seal, if any, to documents, the execution of

which on behalf of the Company under its seal is duly authorized, and when so affixed, may

attest the same. The Secretary shall have all powers and duties usually incident to the office of

Secretary, except as specifically limited by a resolution of the Board. The Secretary shall

exercise such other powers and perform such other duties as may be assigned to the Secretary

from time to time by the Board, the Chief Executive Officer or the President.

Section 6.12 Assistant Secretary

In the absence of the Secretary or in the event of the Secretary’s inability or refusal to act,

any Assistant Secretary, approved by the Board, shall exercise all powers and perform all duties

of the Secretary. An Assistant Secretary shall also exercise such other powers and perform such

other duties as may be assigned to such Assistant Secretary from time to time by the Board or the

Secretary.

Section 6.13 Treasurer

The Treasurer shall have general supervision over the care and custody of the funds and

over the receipts and disbursements of the Company and shall cause the funds of the Company to

be deposited in the name of the Company in such banks or other depositories as the Board may

designate. The Treasurer shall have supervision over the care and safekeeping of the securities of

the Company. The Treasurer shall have all powers and duties usually incident to the office of

Treasurer except as specifically limited by a resolution of the Board. The Treasurer shall exercise

such other powers and perform such other duties as may be assigned to the Treasurer from time

to time by the Board, the Chief Executive Officer or the President.

Section 6.14 Assistant Treasurer

In the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to

act, any Assistant Treasurer, approved by the Board, shall exercise all powers and perform all

duties of the Treasurer. An Assistant Treasurer shall also exercise such other powers and perform

such other duties as may be assigned to such Assistant Treasurer from time to time by the Board

or the Treasurer.

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ARTICLE VII

Indemnification and Insurance

Section 7.1 Right to Indemnification

Each person who was or is made a party or is threatened to be made a party to or is

otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or

investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of

whom he or she is the legal representative is or was a director or an officer of the Company or is

or was serving at the request of the Company as a director, officer, employee or agent of any

other corporation or of a partnership, joint venture, trust or other enterprise, including service

with respect to any employee benefit plan (hereinafter an “indemnitee”), whether the basis of

such proceeding is alleged action in an official capacity as a director, officer, employee or agent

or in any other capacity while serving as a director, officer, employee or agent, shall be

indemnified and held harmless by the Company to the fullest extent authorized by the LLC Act,

as the same exists or may hereafter be amended (but, in the case of any such amendment, only to

the extent that such amendment permits the Company to provide broader indemnification rights

than the LLC Act permitted the Company to provide prior to such amendment), against all

expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise

taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and

amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection

therewith; provided, however, that except as provided in Section 7.3 with respect to proceedings

seeking to enforce rights to indemnification, the Company shall indemnify any such indemnitee

seeking indemnification in connection with a proceeding (or part thereof) initiated by such

indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 7.2 Right to Advancement of Expenses

The right to indemnification conferred in Section 7.1 shall include the right to be paid by

the Company the expenses (including attorneys’ fees) incurred in defending any such proceeding

in advance of its final disposition (hereinafter an “advancement of expenses”); provided,

however, that, if the LLC Act requires, an advancement of expenses incurred by an indemnitee in

his or her capacity as a director or officer (and not in any other capacity in which service was or

is rendered by such indemnitee, including, without limitation, service to an employee benefit

plan) shall be made only upon delivery to the Company of an undertaking (hereinafter an

“undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall

ultimately be determined by final judicial decision from which there is no further right to appeal

(hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such

expenses under this Section 7.2 or otherwise.

Section 7.3 Right of Indemnitee to Bring Suit

If a claim under Section 7.1 or Section 7.2 is not paid in full by the Company within

thirty (30) days after a written claim has been received by the Company, except in the case of a

claim for an advancement of expenses, in which case the applicable period shall be twenty (20)

days, the indemnitee may at any time thereafter bring suit against the Company to recover the

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unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought

by the Company to recover an advancement of expenses pursuant to the terms of an undertaking,

the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit.

In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder

(but not in a suit brought by the indemnitee to enforce a right of an advancement of expenses) it

shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of

expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such

expenses upon a final adjudication that, the indemnitee has not met any applicable standard for

indemnification set forth in the LLC Act. Neither the failure of the Company (including its Board

of Directors, independent legal counsel or the LLC Member) to have made a determination prior

to the commencement of such action that indemnification of the indemnitee is proper in the

circumstances because the indemnitee has met the applicable standard of conduct set forth in the

Act, nor an actual determination by the Company (including its Board of Directors, independent

legal counsel or the LLC Member) that the indemnitee has not met such applicable standard of

conduct, shall create a presumption that the indemnitee has not met the applicable standard of

conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any

suit brought by the indemnitee to enforce a right to indemnification or to an advancement of

expenses hereunder, or brought by the Company to recover an advancement of expenses

pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled

to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall

be on the Company.

Section 7.4 Non-Exclusivity of Rights

The right to indemnification and the advancement of expenses conferred in this Article

VII shall not be exclusive of any other right which any person may have or hereafter acquire

under any statute, provision of the LLC Agreement, provision of these By-Laws, agreement, vote

of the LLC Member or disinterested directors or otherwise.

Section 7.5 Insurance

The Company may maintain insurance, at its expense, to protect itself and any director,

officer, employee or agent of the Company or another corporation, partnership, joint venture,

trust or other enterprise against any expense, liability or loss, whether or not the Company would

have the power to indemnify such person against such expense, liability or loss under the law.

Section 7.6 Indemnification of Employees and Agents of the Company

The Company may, to the extent authorized from time to time by the Board of Directors,

grant rights to indemnification, and rights to the advancement of expenses, to any employee or

agent of the Company to the fullest extent of the provisions of this Article VII with respect to the

indemnification and advancement of expenses of directors and officers of the Company.

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Section 7.7 Contract Rights

The rights to indemnification and to the advancement of expenses conferred in Section

7.1 and Section 7.2 shall be contract rights and such rights shall continue as to an indemnitee

who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the

indemnitee’s heirs, executors and administrators.

Section 7.8 Company Not Liable

Except as provided in the Exchange Rules, the Company shall not be liable for any loss

or damage sustained by any current or former Exchange Member growing out of the use or

enjoyment by such Exchange Member of the facilities afforded by the Company (or any

predecessor or successor thereof) or its subsidiaries.

ARTICLE VIII

Amendments; Emergency By-Laws

Section 8.1 By the LLC Member or Board

These By-Laws may be altered, amended, or repealed, or new By-Laws may be adopted,

(i) by the written consent of the LLC Member, or (ii) at any regular or special meeting of the

Board by a resolution adopted by the Board.

Section 8.2 Emergency By-Laws

The Board may adopt emergency By-Laws subject to repeal or change by action of the

LLC Member which shall, notwithstanding any different provision of law, the Certificate of

Formation, the LLC Agreement or these By-Laws, be operative during any emergency resulting

from any nuclear or atomic disaster, an attack on the United States or on a locality in which the

Company conducts its business or customarily holds meetings of the Board, any catastrophe, or

other emergency condition, as a result of which a quorum of the Board or a committee thereof

cannot readily be convened for action. Such emergency By-Laws may make any provision that

may be practicable and necessary under the circumstances of the emergency.

Section 8.3 Authority to Take Action Under Extraordinary Market Conditions

The Board, or such person or persons as may be designated by the Board, in the event of

extraordinary market conditions, shall have the authority to take any action regarding:

(a) the trading in or operation of the national securities exchange operated by

the Company or any other organized securities markets that may be operated by the Company,

the operation of any automated system owned or operated by the Company, and the participation

in any such system or any or all persons or the trading therein of any or all securities; and

(b) the operation of any or all systems of Exchange Members, if, in the

opinion of the Board or the person or persons hereby designated, such action is necessary or

27

appropriate for the protection of investors or the public interest or for the orderly operation of the

marketplace or the system.

Section 8.4 Commission Approval

Before any amendment to, alteration or repeal of any provision of the By-Laws of the

Company under this Article VIII shall be effective, those changes shall be submitted to the Board

and if the same must be filed with or filed with and approved by the Commission, then the

proposed changes to the By-Laws of the Company shall not become effective until filed with or

filed with and approved by the Commission, as the case may be.

ARTICLE IX

Exchange Authorities

Section 9.1 Rules

The Board, acting in accordance with the terms of these By-Laws and the Rules, shall be

vested with all powers necessary for the government of the Company as an “exchange” within

the meaning of the Act. To promote and enforce just and equitable principles of trade and

business, to maintain high standards of commercial honor and integrity among Exchange

Members, to collaborate with governmental and other agencies in the promotion of fair practices

and the elimination of fraud, and in general to carry out the purposes of the Company and of the

Act, the Board is hereby authorized to adopt such rules and such amendments thereto as it may,

from time to time, deem necessary or appropriate. If any such rules or amendments thereto are

approved by the Commission or otherwise become effective as provided in the Act, they shall

become operative Exchange Rules as of the date of Commission approval or effectiveness under

the Act unless a later operative date is declared by the Company. The Board is hereby

authorized, subject to the provisions of these By-Laws and the Act, to administer, enforce,

interpret, issue exemptions from, suspend, or cancel any Rules adopted hereunder.

Section 9.2 Disciplinary Proceedings

(a) The Board is authorized to establish procedures relating to disciplinary

proceedings involving Exchange Members and their associated persons.

(b) The Board is authorized to impose appropriate sanctions applicable to

Exchange Members, including censure, fine, suspension, or expulsion from membership,

suspension or bar from being associated with all Exchange Members, limitation of activities,

functions, and operations of an Exchange Member, or any other fitting sanction, and to impose

appropriate sanctions applicable to persons associated with Exchange Members, including

censure, fine, suspension, or barring a person associated with an Exchange Member from being

associated with all Exchange Members, limitation of activities, functions, and operations of a

person associated with an Exchange Member, or any other fitting sanction, for:

(i) a breach by an Exchange Member or a person associated with an

Exchange Member of any covenant with the Company or its LLC Member;

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(ii) violation by an Exchange Member or a person associated with an

Exchange Member of any of the terms, conditions, covenants, and provisions of the By-Laws,

the Rules, or the federal securities laws, including the rules and regulations adopted thereunder;

(iii) failure by an Exchange Member or person associated with an

Exchange Member to: (A) submit a dispute for arbitration as may be required by the Rules; (B)

appear or produce any document in the Exchange Member’s or person’s possession or control as

directed pursuant to the Rules; (C) comply with an award of arbitrators properly rendered, where

a timely motion to vacate or modify such award has not been made pursuant to applicable law or

where such a motion has been denied; or (D) comply with a written and executed settlement

agreement obtained in connection with an arbitration or mediation submitted for disposition; or

(iv) failure by an Exchange Member or person associated with an

Exchange Member to adhere to any ruling, order, direction, or decision of or to pay any sanction,

fine, or costs imposed by the Board or any entity to which the Board has delegated its powers.

Section 9.3 Membership Qualifications

(a) The Board shall have authority to adopt rules and regulations applicable

to Exchange Members, applicants seeking to become Exchange Members, and persons

associated with applicants or Exchange Members, establishing specified and appropriate

standards with respect to the training, experience, competence, financial responsibility,

operational capability, and such other qualifications as the Board finds necessary or desirable.

(b) The Board may from time to time make such changes in such rules,

regulations, and standards as it deems necessary or appropriate.

(c) Uniform standards for regulatory and other access issues, such as

admission to membership and conditions to becoming an Exchange market maker, shall be

promulgated and applied on a consistent basis, and the Company shall institute safeguards to

ensure fair and evenhanded access to all of its services and facilities.

Section 9.4 Fees, Dues, Assessments, and Other Charges

The Board shall have authority to fix and levy the amount of fees, dues, assessments, and

other charges to be paid by Exchange Members and issuers and any other persons using any

facility or system that the Company operates or controls; provided, however, that such fees, dues,

assessments, and other charges shall be equitably allocated among Exchange Members and any

other persons using any facility or system that the Company operates or controls. Any

Regulatory Funds will not be used for non-regulatory purposes or distributed to the LLC

Member, but rather, shall be applied to fund the legal and regulatory operations of the Company

(including surveillance and enforcement activities), or, as the case may be, shall be used to pay

restitution and disgorgement of funds intended for customers.

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ARTICLE X

Miscellaneous Provisions

Section 10.1 Operational Date of Exchange

The Company has been formed in anticipation of its registration by the Commission as a

national securities exchange. During the period between formation and the first date on which

the Company commences operating a national securities exchange (the “Operational Date”):

(a) references in the Agreement and By-Laws to “the national securities

exchange operated by the Company” shall be construed as references to “the national securities

exchange to be operated by the Company”; and

(b) the Board of Directors of the Company may appoint members of the

committees to be established under the By-Laws, but shall not be required to appoint all such

committee members until the date immediately prior to the Operational Date.

Section 10.2 Fiscal Year

The fiscal year of the Company shall be as determined from time to time by the Board.

Section 10.3 Participation in Board and Committee Meetings

All meetings of the Board (and any committees of the Company) pertaining to the self-

regulatory function of the Company (including disciplinary matters) shall be closed to all persons

other than members of the Board, Observers, officers, staff, counsel or other advisors whose

participation is necessary or appropriate to the proper discharge of such regulatory functions and

any representatives of the Commission. In no event shall members of the Board of Directors of

Miami International Holdings, Inc. who are not also members of the Board, Observers, or any

officers, staff, counsel or advisors of Miami International Holdings, Inc. who are not also

officers, staff, counsel or advisors of the Company (or any committees of the Company), be

allowed to participate in any meetings of the Board (or any committee of the Company)

pertaining to the self-regulatory function of the Company (including disciplinary matters).

Section 10.4 Books and Records; Confidentiality of Information and Records Relating to

SRO Function

The books and records of the Company shall be maintained at a location within the

United States. All books and records of the Company reflecting confidential information

pertaining to the self-regulatory function of the Company (including but not limited to

disciplinary matters, trading data, trading practices, and audit information) shall be retained in

confidence by the Company and its personnel and will not be used by the Company for any non-

regulatory purposes and shall not be made available to any person (including, without limitation,

any Exchange Member) other than to personnel of the Commission, and those personnel of the

Company, members of committees of the Company, members of the Board, Observers, hearing

30

officers and other agents of the Company to the extent necessary or appropriate to properly

discharge the self-regulatory responsibilities of the Company.

Section 10.5 Execution of Instruments, Contracts, etc.

(a) All checks, drafts, bills of exchange, notes, or other obligations or orders

for the payment of money shall be signed in the name of the Company by such officer or officers

or person or persons as the Board, or a duly authorized committee thereof, may from time to time

designate. Except as otherwise provided by law, the Board, any committee given specific

authority in the premises by the Board, or any committee given authority to exercise generally

the powers of the Board during intervals between meetings of the Board may authorize any

officer, employee, or agent, in the name of and on behalf of the Company, to enter into or

execute and deliver deeds, bonds, mortgages, contracts, and other obligations or instruments, and

such authority may be general or confined to specific instances.

(b) All applications, written instruments, and papers required by any

department of the United States government or by any state, county, municipal, or other

governmental authority may be executed in the name of the Company by any officer of the

Company, or, to the extent designated for such purpose from time to time by the Board, by an

employee or agent of the Company. Such designation may contain the power to substitute, in the

discretion of the person named, one or more other persons.

Section 10.6 Power to Vote Stock

Unless otherwise instructed by the Board, the Chairman or the Chief Executive Officer of

the Company shall have the power and authority on behalf of the Company to attend and to vote

at any meeting of the stockholders, partners or equity holders of any corporation, partnership or

any other entity in which the Company may hold stock, partnership or other equity interests, as

the case may be, and may exercise on behalf of the Company any and all of the rights and

powers incident to the ownership of such stock, partnership or other equity interest at such

meeting, and shall have the power and authority to execute and deliver proxies, waivers and

consents on behalf of the Company in connection with the exercise by the Company of the rights

and powers incident to the ownership of such stock, partnership or other equity interest. The

Board may from time to time confer like powers upon any other person or persons.

Section 10.7 Severability

If any provision of these By-Laws, or the application of any provision of these By-Laws

to any person or circumstances, is held invalid, the remainder of these By-Laws and the

application of such provision to other persons or circumstances shall not be affected.

Effective Date: May 20, 2016

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF


(a Delaware limited liability company)

Miami International Holdings, Inc., a Delaware corporation, the sole member (the “LLC

Member”) of Miami International Securities Exchange, LLC, a Delaware limited liability

company (the “Company”), pursuant to and in accordance with the Delaware Limited Liability

Company Act, 6 Del.C. § 18-101, et seq. (the “LLC Act”), hereby declares the following to be

the Second Amended and Restated Limited Liability Company Agreement (the “LLC

Agreement”) of the Company which amends and restates in its entirety the First Amended and

Restated Limited Liability Company Agreement dated May 20, 2011 of the Company (the

“Operating Agreement”). Capitalized terms not otherwise defined herein shall have the

meanings set forth on Schedule A to this LLC Agreement.

Section 1. Formation of the Company. The Company has been formed as a limited

liability company under the LLC Act by the filing of a Certificate of Formation with the Office

of the Secretary of State of the State of Delaware. The LLC Member agrees to be bound by and

comply with the provisions thereof and hereof.

Section 2. Name. The name of the Company is “Miami International Securities

Exchange, LLC”.

Section 3. Principal Place of Business. The location of the principal place of

business of the Company shall be 7 Roszel Road, 5th

Floor, Princeton, New Jersey 08540, or

such other place as determined by the Board of Directors from time to time.

Section 4. Registered Office; Registered Agent. The registered office of the

Company required by the LLC Act to be maintained in the State of Delaware shall be 3422 Old

Capitol Trail, Suite 700, Wilmington, DE 19808-6192, County of New Castle or such other

office as the Board of Directors may designate from time to time. The registered agent for the

Company shall be Delaware Business Incorporators, Inc., or such other registered agent as the

Board of Directors may designate from time to time.

Section 5. Term. The Company shall continue until the Company is terminated in

accordance with the provisions of this LLC Agreement.

Section 6. LLC Member. The mailing address of the LLC Member is set forth on

Schedule B attached hereto. The LLC Member was admitted to the Company as an LLC Member

of the Company upon its execution of a counterpart signature page to the Operating Agreement

at which time it acquired 100% of the limited liability company interests of the Company.

Section 7. Purpose of the Company. The purpose of the Company shall be to

conduct the operations of an “exchange” within the meaning of the Securities Exchange Act of

2

1934, as amended (the “Exchange Act”), and to conduct any lawful business or activity

whatsoever, as permitted by applicable law and as determined from time to time by the board of

directors of the Company (the “Board of Directors”).

Section 8. Powers. The Company, and the Board of Directors and the Officers of the

Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient

or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise

all of the powers and rights conferred upon limited liability companies formed pursuant to the

LLC Act.

Section 9. Management.

(a) Board of Directors. The business and affairs of the Company shall be

managed by or under the direction of a Board of Directors. Each Director is hereby designated as

a “manager” within the meaning of the LLC Act. All Directors shall be elected by the LLC

Member in the manner described in the By-Laws (as defined below). Each Director shall execute

and deliver an instrument accepting such appointment and agreeing to be bound by all the terms

and conditions of this LLC Agreement and the By-Laws. A Director need not be an LLC

Member or an Exchange Member. The Directors as of the date of this LLC Agreement are set

forth on Schedule C attached hereto.

(b) Powers. The Board of Directors shall have the power to do any and all acts

necessary, convenient or incidental to or for the furtherance of the purposes described herein,

including all powers, statutory or otherwise. The Board of Directors has the authority to bind the

Company.

(c) By-Laws. The Company, the LLC Member and the Board of Directors

hereby adopt the By-Laws of the Company in the form attached hereto as Exhibit A, as the same

may be amended from time to time in accordance with the terms therein and in this LLC

Agreement (the “By-Laws”). Each member of the Board of Directors, each Officer and the LLC

Member shall be subject to the express provisions of this LLC Agreement and of the By-Laws.

In case of any conflict between the provisions of this LLC Agreement and any provisions of the

By-Laws, the provisions of this LLC Agreement shall control.

(d) Directors as Agents. To the extent of their powers set forth in this LLC

Agreement, the Directors are agents of the Company for the purpose of the Company’s business,

and the actions of the Directors taken in accordance with such powers set forth in this LLC

Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the

LLC Act, except as provided in this LLC Agreement, the By-Laws or in a resolution of the

Directors, a Director may not bind the Company.

Section 10. Officers.

(a) Officers of the Company. Except as provided herein, the Board may, from

time to time as it deems advisable, select natural persons who are employees or agents of the

Company and designate them as officers of the Company (the “Officers”) and assign titles

3

(including, without limitation, Chief Executive Officer, Vice President, Chief Financial Officer,

Chief Regulatory Officer, Secretary and Treasurer) to any such person. The Board may appoint

such other Officers and agents as it shall deem necessary or advisable who shall hold their

offices for such terms and shall exercise such powers and perform such duties as shall be

determined from time to time by the Board. The salaries of all Officers and agents of the

Company shall be fixed by or in the manner prescribed by the By-Laws. The Officers of the

Company shall hold office until their successors are chosen and qualified. Any Officer may be

removed at any time, with or without cause, by the Board. Any vacancy occurring in any office

of the Company shall be filled by the Board.

(b) Officers as Agents. The Officers, to the extent of their powers set forth in

this LLC Agreement, the By-Laws or otherwise vested in them by action of the Board not

inconsistent with this LLC Agreement, are agents of the Company for the purpose of the

Company’s business, and the actions of the Officers taken in accordance with such powers shall

bind the Company.

(c) Duties of Board and Officers. Except to the extent otherwise modified

herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of

directors and officers of business corporations organized under the General Corporation Law of

the State of Delaware.

Section 11. Advisory Board. The LLC Member may appoint any person or persons to

act in an advisory capacity to the Company. Such a group shall be known as the Advisory

Board.

Section 12. Limited Liability. Except as otherwise expressly provided by the LLC Act,

the debts, obligations and liabilities of the Company, whether arising in contract, tort or

otherwise (including, without limitation, those arising as member, owner or shareholder of

another company, partnership or entity), shall be the debts, obligations and liabilities solely of

the Company, and neither the LLC Member nor any Director or Officer shall be obligated

personally for any such debt, obligation or liability of the Company solely by reason of being an

LLC Member or Director or Officer of the Company.

Section 13. Capital Contributions. The LLC Member has contributed to the

Company the amounts set forth in the books and records of the Company.

Section 14. Additional Contributions. The LLC Member is not required to make

any additional capital contribution to the Company. However, the LLC Member may make

additional capital contributions to the Company at any time upon the consent of such LLC

Member. To the extent that the LLC Member makes an additional capital contribution to the

Company, the LLC Member shall revise the books and records of the Company. The provisions

of this LLC Agreement, including this Section 14, are intended to benefit the LLC Member and,

to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any

creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary

of this LLC Agreement), and the LLC Member shall not have any duty or obligation to any

4

creditor of the Company to make any contribution to the Company or to issue any call for capital

pursuant to this LLC Agreement.

Section 15. Allocation of Profits and Losses. The Company’s profits and losses shall

be allocated to the LLC Member.

Section 16. Distributions. Distributions shall be made to the LLC Member at the

times and in the aggregate amounts determined by the Board. Notwithstanding any provision to

the contrary contained in this LLC Agreement, (i) the Company shall not be required to make a

distribution to the LLC Member on account of its interest in the Company if such distribution

would violate the LLC Act or any other applicable law, and (ii) the Company shall not make a

distribution to the LLC Member using Regulatory Funds.

Section 17. Books and Records.

(a) The Board shall keep or cause to be kept complete and accurate books of

account and records with respect to the Company’s business. The books and records of the

Company shall at all times be maintained by the Board at a location within the United States.

The LLC Member and its duly authorized representatives shall have the right to examine the

Company books, records and documents during normal business hours. The Company, and the

Board on behalf of the Company, shall not have the right to keep confidential from the LLC

Member any information that the Board would otherwise be permitted to keep confidential from

the LLC Member pursuant to Section 18-305(c) of the LLC Act. The Company’s books of

account shall be kept using the method of accounting determined by the LLC Member. The

Company’s independent auditor shall be an independent public accounting firm selected by the

Board.

(b) All books and records of the Company reflecting confidential information

pertaining to the self-regulatory function of the Company (including but not limited to

disciplinary matters, trading data, trading practices, and audit information) shall be retained in

confidence by the Company and its personnel and will not be used by the Company for any non-

regulatory purposes and shall not be made available to any person (including, without limitation,

any Exchange Member) other than to personnel of the Commission, and those personnel of the

Company, members of committees of the Company, members of the Board, hearing officers

and other agents of the Company to the extent necessary or appropriate to properly discharge

the self-regulatory responsibilities of the Company.

Section 18. Reports. The Board shall, after the end of each fiscal year, use reasonable

efforts to cause the Company’s independent accountants to prepare and transmit to the LLC

Member as promptly as possible any such tax information as may be reasonably necessary to

enable the LLC Member to prepare its federal, state and local income tax returns relating to such

fiscal year.

Section 19. Other Business. Unless otherwise restricted by law, the LLC Member,

and any Officer, Director, employee or agent of the Company and any Affiliate of the LLC

Member may engage in or possess an interest in other business ventures (unconnected with the

5

Company) of every kind and description, independently or with others. The Company shall not

have any rights in or to such independent ventures or the income or profits therefrom by virtue of

this LLC Agreement.

Section 20. Exculpation and Indemnification.

(a) Neither the LLC Member nor any Officer, Director, employee or agent of

the Company nor any employee, representative, agent or affiliate of the LLC Member

(collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is

bound by this LLC Agreement for any loss, damage or claim incurred by reason of any act or

omission performed or omitted by such Covered Person in good faith on behalf of the Company

and in a manner reasonably believed to be within the scope of the authority conferred on such

Covered Person by this LLC Agreement, except that a Covered Person shall be liable for any

such loss, damage or claim incurred by reason of such Covered Person’s willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall

be entitled to indemnification from the Company for any loss, damage or claim incurred by such

Covered Person by reason of any act or omission performed or omitted by such Covered Person

in good faith on behalf of the Company and in a manner reasonably believed to be within the

scope of the authority conferred on such Covered Person by this LLC Agreement, except that no

Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim

incurred by such Covered Person by reason of such Covered Person’s willful misconduct with

respect to such acts or omissions; provided, however, that any indemnity under this Section 20

by the Company shall be provided out of and to the extent of Company assets only, and the LLC

Member shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (including

reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or

proceeding shall, from time to time, be advanced by the Company prior to the final disposition of

such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking

by or on behalf of the Covered Person to repay such amount if it shall be determined that the

Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d) A Covered Person shall be fully protected in relying in good faith upon the

records of the Company and upon such information, opinions, reports or statements presented to

the Company by any Person as to matters the Covered Person reasonably believes are within

such other Person’s professional or expert competence and who has been selected with

reasonable care by or on behalf of the Company, including information, opinions, reports or

statements as to the value and amount of the assets, liabilities or any other facts pertinent to the

existence and amount of assets from which distributions to the LLC Member might properly be

paid.

(e) To the extent that, at law or in equity, a Covered Person has duties

(including fiduciary duties) and liabilities relating thereto to the Company or to any other

Covered Person, a Covered Person acting under this LLC Agreement shall not be liable to the

Company or to any other Covered Person who is bound by this LLC Agreement for its good faith

6

reliance on the provisions of this LLC Agreement or any approval or authorization granted by

the Company or any other Covered Person.

(f) The foregoing provisions of this Section 20 shall survive any termination

of this LLC Agreement and are in addition to any indemnification of Covered Persons provided

by any agreement between the Company and a Covered Person, the By-Laws, by statute, or

otherwise.

Section 21. Assignments. The LLC Member may assign, in whole or in part, its

limited liability company interest in the Company (the “LLC Interest”); provided, however, such

assignment will be subject to prior approval by the Securities and Exchange Commission (the

“Commission”) pursuant to the rule filing procedure under Section 19 of the Exchange Act. The

assignment of the LLC Interest shall entitle the assignee to exercise the rights of the LLC

Member of the Company under this LLC Agreement and to enjoy all of the benefits of the LLC

Interest.

Section 22. Dissolution.

(a) The Company shall be dissolved and its affairs shall be wound up upon the

first to occur of the following: (i) the consent of the LLC Member and a majority of the whole

Board, (ii) the termination of the legal existence of the LLC Member or the occurrence of any

other event that terminates the continued membership of the LLC Member in the Company

unless the Company is continued without dissolution in a manner permitted by this LLC

Agreement or the LLC Act or (iii) the entry of a decree of judicial dissolution under Section 18-

802 of the LLC Act.

(b) Notwithstanding any other provision of this LLC Agreement, the

Bankruptcy of the LLC Member shall not cause the LLC Member to cease to be an LLC

Member of the Company and upon the occurrence of such an event, the Company shall continue

without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities

as are necessary to wind up its affairs (including the sale of the assets of the Company in an

orderly manner), and the assets of the Company shall be applied in the manner, and in the order

of priority, set forth in Section 18-804 of the LLC Act.

(d) The Company shall terminate when (i) all of the assets of the Company,

after payment of or due provision for all debts, liabilities and obligations of the Company, shall

have been distributed to the LLC Member in the manner provided for in this LLC Agreement

and (ii) the Certificate of Formation shall have been canceled in the manner required by the LLC

Act.

Section 23. Benefits of LLC Agreement - No Third-Party Rights. None of the

provisions of this LLC Agreement shall be for the benefit of or enforceable by any creditor of the

Company or by any creditor of the LLC Member. Nothing in this LLC Agreement shall be

deemed to create any right in any Person (other than Covered Persons and to the extent provided

7

in Article II of the By-Laws, Exchange Members) not a party hereto, and this LLC Agreement

shall not be construed in any respect to be a contract in whole or in part for the benefit of any

third Person (other than the Covered Persons and to the extent provided in Article II of the By-

Laws, Exchange Members).

Section 24. Severability of Provisions. Each provision of this LLC Agreement shall

be considered severable and if for any reason any provision or provisions herein are determined

to be invalid, unenforceable or illegal under any existing or future law, such invalidity,

unenforceability or illegality shall not impair the operation of or affect those portions of this LLC

Agreement which are valid, enforceable and legal.

Section 25. Entire LLC Agreement. This LLC Agreement constitutes the entire

agreement of the parties with respect to the subject matter hereof.

Section 26. Binding Agreement. Notwithstanding any other provision of this LLC

Agreement, the LLC Member agrees that this LLC Agreement constitutes a legal, valid and

binding agreement of the LLC Member and is enforceable against the LLC Member, in

accordance with its terms.

Section 27. Governing Law. This LLC Agreement shall be governed by and

construed under the laws of the State of Delaware (without regard to conflict of laws principles),

all rights and remedies being governed by said laws.

Section 28. Amendments.

(a) This LLC Agreement may be modified, altered, supplemented or amended

by a resolution adopted by the Board and a written agreement executed and delivered by the LLC

Member.

(b) Before any amendment to, or repeal of, any provision of this LLC

Agreement shall be effective, those changes shall be submitted to the Board of Directors of

the Company and if such amendment or repeal must be filed with or filed with and approved

by the Commission, then the proposed changes to this LLC Agreement shall not become

effective until filed with or filed with and approved by the Commission, as the case may be.

Section 29. Notices. Any notices required to be delivered hereunder shall be in

writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar

form of rapid transmission, and shall be deemed to have been duly given upon receipt (i) in the

case of the Company, to the Company at its address in Section 3, (ii) in the case of the LLC

Member, to the LLC Member at its address as listed on Schedule B attached hereto and (iii) in

the case of either of the foregoing, at such other address as may be designated by written notice

to the other party.

8

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Second Amended and Restated Limited Liability Company Agreement as of

the 1st day of December, 2012.

MEMBER:


By:

Thomas P. Gallagher

Chairman

9

SCHEDULE A

Definitions

A. Definitions

When used in this LLC Agreement, the following terms not otherwise defined herein

have the following meanings:

An “affiliate” of, or person “affiliated” with a specific person, is a person that directly, or

indirectly through one or more intermediaries, controls or is controlled by, or is under common

control with, the person specified.

“Bankruptcy” means, with respect to any Person, if (A) such Person (i) makes an

assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is

adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy

or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization,

arrangement, composition, readjustment, liquidation or similar relief under any statute, law or

regulation, (v) files an answer or other pleading admitting or failing to contest the material

allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to

or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any

substantial part of its properties; or (B) (i) 120 days after the commencement of any proceeding

against the Person seeking reorganization, arrangement, composition, readjustment, liquidation

or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or

(ii) within 90 days after the appointment without such Person’s consent or acquiescence of a

trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the

appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the

appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and

shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and

18-304 of the LLC Act.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“By-Laws” has the meaning set forth in Section 9(c).

“Certificate of Formation” means the Certificate of Formation of the Company filed with

the Secretary of State of the State of Delaware on September 10, 2007 as amended or amended

and restated from time to time.

“Commission” means the Securities and Exchange Commission.

“Company” means Miami International Securities Exchange, LLC, a Delaware limited

liability company.

“Covered Persons” has the meaning set forth in Section 20.

10

“Directors” means the Persons elected or appointed to the Board of Directors from time

to time in accordance with this LLC Agreement and the By-Laws, in their capacity as managers

of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Member” means any registered broker or dealer that has been admitted to

membership in the national securities exchange operated by the Company. An Exchange

Member is not a member of the Company by reason of being an Exchange Member.

“LLC Act” has the meaning set forth in the preamble to this LLC Agreement.

“LLC Agreement” means this Limited Liability Company Agreement of the Company,

together with the schedules attached hereto, as amended, restated, supplemented or otherwise

modified from time to time.

“LLC Interest” has the meaning set forth in Section 21.

“LLC Member” means Miami International Holdings, Inc., as the sole member of the

Company.

“Officer” means an officer of the Company described in Section 10.

“Operating Agreement” has the meaning set forth in the preamble to this LLC

Agreement.

“Person” means any individual, corporation, partnership, joint venture, limited liability

company, limited liability partnership, association, joint stock company, trust, unincorporated

organization or other organization, whether or not a legal entity, and any governmental authority.

“Regulatory Funds” means fees, fines, or penalties derived from the regulatory operations

of the Company. “Regulatory Funds” shall not be construed to include revenues derived from

listing fees, market data revenues, transaction revenues, or any other aspect of the commercial

operations of the Company, even if a portion of such revenues are used to pay costs associated

with the regulatory operations of the Company.

11

B. Rules of Construction

Definitions in this LLC Agreement apply equally to both the singular and plural forms of

the defined terms. The words “include” and “including” shall be deemed to be followed by the

phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of

similar import refer to this LLC Agreement as a whole and not to any particular Section,

paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not

affect the interpretation of this LLC Agreement. All Section, paragraph, clause, Exhibit or

Schedule references not attributed to a particular document shall be references to such parts of

this LLC Agreement.

12

SCHEDULE B

LLC Member

Name Mailing Address

Limited Liability

Company Interest

Miami International Holdings, Inc. 7 Roszel Road

Princeton, NJ 08540

100%

13

SCHEDULE C

Directors as of December 1, 2012

Name Classification

1. Thomas P. Gallagher Industry

2. Michael P. Ameen Non-Industry

3. Lindsay L. Burbage Non-Industry/Independent

4. Leslie Florio Non-Industry/Independent

5. Lawrence E. Jaffe Non-Industry/Independent

6. John E. McCormac Non-Industry/Independent

7. William J. O’Brien IV Non-Industry

8. Robert D. Prunetti Non-Industry/Independent

9. Cynthia Schwarzkopf Non-Industry/Independent

10. J. Gray Teekell Non-Industry

14

EXHIBIT A

BY-LAWS OF MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC

Attached

Stat:e of Delaware Secretary of Stat:e

Division of Corporations Delivered 11:38 AM 06/29/2011

FILED 11: 38 AM 06/29/2011 ST ATE OF DELA w ARE SRV 110774902 - 4812494 FILE

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF MlAMI INTERNATIONAL TECHNOLOGIES, LLC

This filing has been executed and filed in accordance wnh Seclion 18-208 of rhe Limiced Liability Company Act. This documem b being ex~cured for the purpose of amendmg and restimng the originiU Cenificarn of Formanon, filed under Mfami Intl!'mational Technologies, LLC on May 12, 2010 under file number: 4812494

FIRST: The uame of rhc limited liability company is Miami International Tecbnulogit:S, LLC.

SECOND: Thi! address of Ihe rcgn~crcd offi~~ of r.he Company is loca1ed at Corpo.r~tion Til.l~ri: Center, 1209 Orange Street, in the City of Wilmington, County of New C~tle, Zip Code 19801. The registered agenr in charge thereof ts The Corporaiion TJ.i..IS'!: Company.

TflRD; The members agree w be: bound by me s1gnecl limited liabiHty company agreements except as They may be comradictect by the Limited Liability Company Act of rhe Stare of Delaware.

FOURTH: The durarion of rh1s limited Habilit.y company will be peJ::peTual.

IN WITNESS WUEREOF, the undersigned, an authorized person, ha~ executed this Amcmded and Restated Cen:ificaTe of Fonnation on iliis dal'.t! of June 28, 2011.

MlAMllNTERNATlONAL TECHNOl.OGlES1llC

By: 91 __ /~ Thomas P. Gallagher Chairman

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMP ANY AGREEMENT

of MIAMI INTERNATIONAL TECHNOLOGIES, LLC

Miami International Holdings, Inc., a Delaware corporation, the sole member (the "Member") of Miami International Technologies, LLC, a Delaware limited liability company (the "Company"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq. (the "Act"), hereby declares the following to be the First Amended and Restated Limited Liability Company Agreement (the "Agreement") of the Company which amends and restates in its entirety the Operating Agreement dated June 29, 2010 of the Company (the "Original Operating Agreement").

Section 1. Formation. The Company has been formed as a limited liability company under the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of the State of Delaware. The Member agrees to be bound by and comply with the provisions thereof and hereof.

Section 2. Name. The name of the limited liability company shall be "Miami International Technologies, LLC", or such other name as the Member may from time to time hereafter designate.

Section 3. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.

Section 4. Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions which the Member deems necessary or advisable in connection with the foregoing.

Section 5. Offices. The principal place of business and office of the Company shall be located at, and the Company's business shall be conducted from, such place or places as the Member may designate from time to time.

The registered office of the Company in the State of Delaware shall be located at c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Member may from time to time change the registered agent or office by an amendment to the certificate of formation of the Company.

Section 6. Member. Miami International Holdings, Inc. is the sole member of the Company (the "Member") holding 100% of the membership interests of the Company. The name and business or residence address of the Member is 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540.

Section 7. Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 17 of this Agreement and a certificate of cancellation is filed in accordance with the Act.

Section 8. Board of Directors; Delegation of Authority and Duties.

(a) Member and Board of Directors. The Member, acting through the Board (defined below), shall manage and control the business and affairs of the Company, and shall possess all rights and powers as provided in the Act and otherwise by law. Except as otherwise expressly provided for herein, the Member hereby consents to the exercise by the Board of all such powers and rights conferred on them by the Act with respect to the management and control of the Company. Notwithstanding the foregoing and except as explicitly set forth in this Agreement, if a vote, consent or approval of the Member is required by the Act or other applicable law with respect to any act to be taken by the Company or matter considered by the Board, the Member agrees that it shall be deemed to have consented to or approved such act or voted on such matter in accordance with a vote of the Board on such act or matter.

(b) Delegation by Board. The Board shall have the power and authority to delegate to one or more other persons the Board's rights and powers to manage and control the business and affairs of the Company, including to delegate to agents and employees of the Member, a Director (as defined below) or the Company (including Officers), and to delegate by a management agreement or another agreement with, or otherwise to, other persons. The Board may authorize any person (including, without limitation, the Member or any Officer or Director) to enter into and perform under any document on behalf of the Company.

( c) Committees. The Board may, from time to time, designate one or more committees, each of which shall be comprised of at least two Directors. Any such committee, to the extent provided in the enabling resolution and until dissolved by the Board, shall have and may exercise any or all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the representatives thereof shall constitute a quorum, and the affirmative vote of a majority of the representatives present shall be necessary for the adoption of any resolution. The Board may dissolve any committee at any time, unless otherwise provided in this Agreement.

Section 9. Establishment of Board of Directors.

(a) Directors. There shall be established a Board of Directors (the "Board") composed of not less than (1) and no more than fifteen (15) persons as determined from time to time by the Member ("Directors"), each of whom shall be elected by the Member. Any Director may be removed from the Board at any time by the Member. Each Director shall remain in office until his or her death, resignation or removal. In the event of death, resignation or removal of a Director, the party or parties, as applicable, which appointed such Director shall fill the vacancy created. Notwithstanding anything in this Agreement to the contrary, Directors shall not be deemed to be "members" or "managers" (as such terms are defined in the Act) of the Company.

2

(b) No Individual Authority. No Director has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures or incur any obligations on behalf of the Company or authorize any of the foregoing, other than acts that are authorized by the Board.

( c) Chairman. The Board shall designate a Director to serve as chairman. The chairman shall, unless a majority of Directors present determine otherwise, preside at all meetings of the Board. If the chairman is absent at any meeting of the Board, a majority of the Directors present shall designate another Director to serve as interim chairman for that meeting.

Section 10. Officers. The Member may, from time to time as it deems advisable, designate natural persons as officers of the Company (the "Officers") or successor Officers of the Company and assign titles to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8 may be revoked at any time by the Member. An Officer may be removed with or without cause at any time by the Member.

Section 11. Advisory Board. The Member may appoint any person or persons to act in an advisory capacity to the Company. Such a group shall be known as the Advisory Board.

Section 12. Capital Contributions. The Member shall make capital contributions to the Company from time to time, which amounts shall be set forth in the books and records of the Company.

Section 13. Transfers of Member Interest. The Member may sell, assign, pledge or otherwise transfer or encumber (collectively, a "Transfer") any of its Limited Liability Company Interest in the Company to any Person so long as such Transfer is in writing.

Section 14. Resignation. The Member shall have the right to resign from the Company so long as such resignation is in writing. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or otherwise.

Section 15. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Member may determine. Distributions shall be made to (and profits and losses of the Company shall be allocated among) the Member.

Section 16. Return of Capital. The Member has the right to receive any distributions which include a return of all or any part of such Member's capital contribution, provided that upon the dissolution and winding up of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

3

Section 17. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act, except the Company shall not be dissolved upon the occurrence of an event that terminates the continued membership of a Member if (i) at the time of the occurrence of such event there are at least two Members of the Company, or (ii) within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of one or more additional Members. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the mann,er, and in the order of priority set forth in Section 18-804 of the Act.

Section 18. Amendments. This Agreement may be amended only upon the written consent of the Member.

Section 19. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 20. Limited Liability. The Member shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act.

Section 21. Exculpation; Indemnification. Neither the Member, the Officers nor any of their respective affiliates or agents (collectively, "Covered Persons") shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member nor the Officer, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Section 22. Banking Matters. The Member and each Officer and any agent or employee of the Company, or other person designated by such Member or Officer is hereby authorized and empowered (A) to (i) establish one or more domestic or international accounts (including but not limited to, depository, checking, disbursement, custodian, or investment accounts, and other accounts as deemed necessary or expeditious for business purposes of the Company) ("Accounts"), in the name of the Company with any bank, trust company, savings and loan institution, brokerage firm or other financial institution which said Member or Officer shall from time to time designate as a depository of funds, securities or other property of the

4

Company, for any purpose and on terms and conditions deemed appropriate by such person on behalf of the Company; and (ii) close Accounts of the Company now or hereafter established; and (B) to assign, limit or revoke any and all authority of any agent or employee of the Company, or other person designated by such Member or Officer to (i) sign checks, drafts and orders for the payment of money drawn on the Company's Accounts, and all notes of the Company and all acceptances and endorsements of the Company; (ii) execute or initiate electronic fund transfers; (iii) execute or initiate foreign currency exchange transactions; (iv) execute or initiate the investment of monies; and (v) initiate requests for information for any Account of the Company.

Section 23. Amendment. This Agreement may only be amended by a writing duly signed by the Member.

Section 24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict oflaw rules.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of May 20, 2011.


By:_f4._/.'_·~,_4_ .. _•~47~/_-.._ Thomas P. Gallagher Chairman

5

State of Delawrant sec.retazy of State

Divia.1on of cozporati<ma Dalivared 10:33 AH 06/30/2015

FILED 10:33 All 06/30/2015 SRV 150990102 - 5716534 FIIJl

CERTIFICATE OF FORMATION

OF

MIAX GLOBAL, LLC

TIDS IS TO CERTIFY that there is hereby formed a limited liability company under and by virtue of the Delaware Limited Liability Company Act (the "Act") (6 Del. C. §18-101, et~.

1. The name of the limited liability company is MIAX Global, LLC (1he "Company'').

2. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of the registered agent at such address for service of process is The Corporation Trust Company.

3. This Certificate shall be effective upon filing.

4. The duration of this limited liability company will be perpetual.

IN WITNESS WHEREOF, the undersigned, an authorized person, has signed this certificate this 30th day of June, 2015.

~~ 7 Roszel Road, Suite 5-A Princeton, NJ 08540

LIMITED LIABILITY COMPANY AGREEMENT

OF

MIAX GLOBAL, LLC

The undersigned is executing this Limited Liability Company Agreement (the

“Agreement”) as of June 30, 2015 for the purpose of forming a limited liability company (the

“Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6

Del. C. § 18-101 et seq., as amended from time to time (the “Act”), and does hereby agree as

follows:

1. Formation. A certificate of formation of the Company (the “Certificate”) was

executed and filed with the Office of the Secretary of State of the State of Delaware on June 30,

2015.

2. Name. The name of the limited liability company shall be “MIAX Global,

LLC”, or such other name as the Member may from time to time hereafter designate.

3. Definitions. Capitalized terms not otherwise defined herein shall have the

meanings set forth therefor in Section 18-101 of the Act.

4. Purpose. The Company is formed for the purpose of engaging in any lawful

business permitted by the Act or the laws of any jurisdiction in which the Company may do

business. The Company shall have the power to engage in all activities and transactions which

the Member deems necessary or advisable in connection with the foregoing.

5. Offices. The principal place of business and office of the Company shall be

located at, and the Company’s business shall be conducted from, such place or places as the

Member may designate from time to time.

The registered office of the Company in the State of Delaware shall be located at c/o The

Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE

19801. The name and address of the registered agent of the Company for service of process on

the Company in the State of Delaware shall The Corporation Trust Company, Corporation Trust

Center, 1209 Orange Street, Wilmington, DE 19801. The Member may from time to time change

the registered agent or office by an amendment to the certificate of formation of the Company.

6. Member. Miami International Holdings, Inc. is the sole member of the Company

(the “Member”) holding 100% of the membership interests of the Company. The name and

business or residence address of the Member is 7 Roszel Road, Suite 5-A, Princeton, NJ 08504.

7. Term. The term of the Company shall commence on the date of filing of the

certificate of formation of the Company in accordance with the Act and shall continue until the

Company is dissolved and its affairs are wound up in accordance with Section 17 of this

Agreement and a certificate of cancellation is filed in accordance with the Act.

2

8. Board of Directors; Delegation of Authority and Duties.

(a) Member and Board of Directors. The Member, acting through the Board

(defined below), shall manage and control the business and affairs of the Company, and shall

possess all rights and powers as provided in the Act and otherwise by law. Except as otherwise

expressly provided for herein, the Member hereby consents to the exercise by the Board of all

such powers and rights conferred on them by the Act with respect to the management and control

of the Company. Notwithstanding the foregoing and except as explicitly set forth in this

Agreement, if a vote, consent or approval of the Member is required by the Act or other

applicable law with respect to any act to be taken by the Company or matter considered by the

Board, the Member agrees that it shall be deemed to have consented to or approved such act or

voted on such matter in accordance with a vote of the Board on such act or matter.

(b) Delegation by Board. The Board shall have the power and authority to

delegate to one or more other persons the Board’s rights and powers to manage and control the

business and affairs of the Company, including to delegate to agents and employees of the

Member, a Director (as defined below) or the Company (including Officers), and to delegate by

a management agreement or another agreement with, or otherwise to, other persons. The Board

may authorize any person (including, without limitation, the Member or any Officer or Director)

to enter into and perform under any document on behalf of the Company.

(c) Committees. The Board may, from time to time, designate one or more

committees, each of which shall be comprised of at least two Directors. Any such committee, to

the extent provided in the enabling resolution and until dissolved by the Board, shall have and

may exercise any or all of the authority of the Board. At every meeting of any such committee,

the presence of a majority of all the representatives thereof shall constitute a quorum, and the

affirmative vote of a majority of the representatives present shall be necessary for the adoption of

any resolution. The Board may dissolve any committee at any time, unless otherwise provided in

this Agreement.

9. Establishment of Board of Directors.

(a) Directors. There shall be established a Board of Directors (the “Board”)

composed of not less than (1) and no more than twenty-one (21) persons as determined from

time to time by the Member (“Directors”), each of whom shall be elected by the Member. Any

Director may be removed from the Board at any time by the Member. Each Director shall remain

in office until his or her death, resignation or removal. In the event of death, resignation or

removal of a Director, the party or parties, as applicable, which appointed such Director shall fill

the vacancy created. Notwithstanding anything in this Agreement to the contrary, Directors shall

not be deemed to be “members” or “managers” (as such terms are defined in the Act) of the

Company.

(b) No Individual Authority. No Director has the authority or power to act for or

on behalf of the Company, to do any act that would be binding on the Company or to make any

expenditures or incur any obligations on behalf of the Company or authorize any of the

foregoing, other than acts that are authorized by the Board.

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(c) Chairman. The Board shall designate a Director to serve as chairman. The

chairman shall, unless a majority of Directors present determine otherwise, preside at all

meetings of the Board. If the chairman is absent at any meeting of the Board, a majority of the

Directors present shall designate another Director to serve as interim chairman for that meeting.

10. Officers. The Member may, from time to time as it deems advisable, designate

natural persons as officers of the Company (the “Officers”) or successor Officers of the

Company and assign titles to any such person. Unless the Member decides otherwise, if the title

is one commonly used for officers of a business corporation formed under the Delaware General

Corporation Law, the assignment of such title shall constitute the delegation to such person of

the authorities and duties that are normally associated with that office. Any delegation pursuant

to this Section 8 may be revoked at any time by the Member. An Officer may be removed with

or without cause at any time by the Member.

11. Advisory Board. The Member may appoint any person or persons to act in an

advisory capacity to the Company. Such a group shall be known as the Advisory Board.

12. Capital Contributions. The Member shall make capital contributions to the

Company from time to time, which amounts shall be set forth in the books and records of the

Company.

13. Transfers of Member Interest. The Member may sell, assign, pledge or

otherwise transfer or encumber (collectively, a “Transfer”) any of its Limited Liability Company

Interest in the Company to any Person so long as such Transfer is in writing.

14. Resignation. The Member shall have the right to resign from the Company so

long as such resignation is in writing. The provisions hereof with respect to distributions upon

resignation are exclusive and no Member shall be entitled to claim any further or different

distribution upon resignation under Section 18-604 of the Act or otherwise.

15. Allocations and Distributions. Distributions of cash or other assets of the

Company shall be made at such times and in such amounts as the Member may determine.

Distributions shall be made to (and profits and losses of the Company shall be allocated among)

the Member.

16. Return of Capital. The Member has the right to receive any distributions which

include a return of all or any part of such Member’s capital contribution, provided that upon the

dissolution and winding up of the Company, the assets of the Company shall be distributed as

provided in Section 18-804 of the Act.

17. Dissolution. The Company shall be dissolved and its affairs wound up upon the

occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act,

except the Company shall not be dissolved upon the occurrence of an event that terminates the

continued membership of a Member if (i) at the time of the occurrence of such event there are at

least two Members of the Company, or (ii) within ninety (90) days after the occurrence of such

4

event, all remaining Members agree in writing to continue the business of the Company and to

the appointment, effective as of the date of such event, of one or more additional Members. In

the event of dissolution, the Company shall conduct only such activities as are necessary to wind

up its affairs (including the sale of the assets of the Company in an orderly manner), and the

assets of the Company shall be applied in the manner, and in the order of priority set forth in

Section 18-804 of the Act.

18. Amendments. This Agreement may be amended only upon the written consent of

the Member.

19. Other Business. The Member may engage in or possess an interest in other

business ventures of every kind and description, independently or with others. The Company

shall not have any rights in or to such independent ventures or the income or profits therefrom by

virtue of this Agreement.

20. Limited Liability. The Member shall not have any liability for the debts,

obligations or liabilities of the Company except to the extent provided by the Act.

21. Exculpation; Indemnification. Neither the Member, the Officers nor any of their

respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or

any other person or entity who has an interest in the Company for any loss, damage or claim

incurred by reason of any act or omission performed or omitted by such Covered Person in good

faith on behalf of the Company and in a manner reasonably believed to be within the scope of the

authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest

extent permitted by applicable law, each Covered Person shall be entitled to indemnification

from the Company for any loss, damage or claim incurred by such Covered Person by reason of

any act or omission performed or omitted by such Covered Person in good faith on behalf of the

Company and in a manner reasonably believed to be within the scope of the authority conferred

on such Member or Officer, as applicable, by this Agreement; provided, however, that any

indemnity under this Section 21 shall be provided out of and to the extent of Company assets

only, and neither the Member nor the Officer, as applicable, nor any other Covered Person, shall

have personal liability on account thereof.

22. Banking Matters. The Member and each Officer and any agent or employee of

the Company, or other person designated by such Member or Officer is hereby authorized and

empowered (A) to (i) establish one or more domestic or international accounts (including but not

limited to, depository, checking, disbursement, custodian, or investment accounts, and other

accounts as deemed necessary or expeditious for business purposes of the Company)

(“Accounts”), in the name of the Company with any bank, trust company, savings and loan

institution, brokerage firm or other financial institution which said Member or Officer shall from

time to time designate as a depository of funds, securities or other property of the Company, for

any purpose and on terms and conditions deemed appropriate by such person on behalf of the

Company; and (ii) close Accounts of the Company now or hereafter established; and (B) to

assign, limit or revoke any and all authority of any agent or employee of the Company, or other

person designated by such Member or Officer to (i) sign checks, drafts and orders for the

payment of money drawn on the Company’s Accounts, and all notes of the Company and all

5

acceptances and endorsements of the Company; (ii) execute or initiate electronic fund transfers;

(iii) execute or initiate foreign currency exchange transactions; (iv) execute or initiate the

investment of monies; and (v) initiate requests for information for any Account of the Company.

23. Authorized Person. Delaware Business Incorporators, Inc. is hereby designated

as an “authorized person” within the meaning of the Act, and has executed, delivered and filed

the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the

Certificate with the Secretary of State of Delaware, Delaware Business Incorporators, Inc.’s

powers as an “authorized person” ceased.

24. Amendment. This Agreement may only be amended by a writing duly signed by

the Member.

25. Governing Law. This Agreement shall be governed by, and construed under, the

laws of the State of Delaware, without regard to conflict of law rules.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the

date first written above.


By:___________ ______________________

THOMAS P. GALLAGHER

Chairman and Chief Executive Officer

7 Roszel Road, Suite 5-A

Princeton, NJ 08540

Stat:e of Delaware Secret:azy of St:at:e

Division of Corporations Delivered 12:35 PM 06/17/2011

FILED 12: 35 PM 06/17 /2011 SRV 110734855 - 4465980 FILE

STATE OF DELAWARE AMENDED AND RESTATED

CERTIFICATE OF FORMATION OF

MIAMI INTERNATIONAL FUTURES EXCHANGE, LLC

This filing has been executed and filed in accordance with Section 18-208 of the Limited Liability Company Act. This document is being executed for the purpose of amending and restating the original Certificate of Formation, filed under Miami Board of Trade, LLC on November 30, 2007, as amended by the Certificate of Amendment, filed on April 14, 2010 under file number: 4465980.

FIRST: The name of the limited liability company is Miami International Futures Exchange, LLC.

SECOND: The address of the registered office of the Company is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The registered agent in charge thereof is The Corporation Trust Company.

THIRD: The members agree to be bound by the signed limited liability company agreements except as they may be contradicted by the Limited Liability Company Act of the State of Delaware.

FOURTH: The duration of this limited liability company will be perpetual.

IN WITNESS WHEREOF, the undersigned, an authorized person, has executed this Amended and Restated Certificate of Formation on this date of June 17, 2011.

MIAMI INTERNATIONAL FUTURES EXCHANGE, LLC

By:_fZ--_/ __ ~-------Thomas P. Gallagher Chairman

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMP ANY AGREEMENT

of MIAMI INTERNATIONAL FUTURES EXCHANGE, LLC

Miami International Holdings, Inc., a Delaware corporation, the sole member (the "Member") of Miami International Futures Exchange, LLC, a Delaware limited liability company (the "Company"), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq. (the "Act"), hereby declares the following to be the First Amended and Restated Limited Liability Company Agreement (the "Agreement") of the Company which amends and restates in its entirety the Operating Agreement dated February 1, 2008 of the Company (the "Original Operating Agreement").

Section 1. Formation. The Company has been formed as a limited liability company under the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of the State of Delaware. The Member agrees to be bound by and comply with the provisions thereof and hereof.

Section 2. Name. The name of the limited liability company shall be "Miami Board of Trade, LLC", or such other name as the Member may from time to time hereafter designate.

Section 3. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.

Section 4. Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions which the Member deems necessary or advisable in connection with the foregoing.

Section 5. Offices. The principal place of business and office of the Company shall be located at, and the Company's business shall be conducted from, such place or places as the Member may designate from time to time.

The registered office of the Company in the State of Delaware shall be located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Member may from time to time change the registered agent or office by an amendment to the certificate of formation of the Company.

Section 6. Member. Miami International Holdings, Inc. is the sole member of the Company (the "Member") holding 100% of the membership interests of the Company. The name and business or residence address of the Member is 7 Roszel Road, 5th Floor, Princeton, New Jersey 08540.

Section 7. Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company in accordance with the Act and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 17 of this Agreement and a certificate of cancellation is filed in accordance with the Act.

Section 8. Board of Directors; Delegation of Authority and Duties.

(a) Member and Board of Directors. The Member, acting through the Board (defined below), shall manage and control the business and affairs of the Company, and shall possess all rights and powers as provided in the Act and otherwise by law. Except as otherwise expressly provided for herein, the Member hereby consents to the exercise by the Board of all such powers and rights conferred on them by the Act with respect to the management and control of the Company. Notwithstanding the foregoing and except as explicitly set forth in this Agreement, if a vote, consent or approval of the Member is required by the Act or other applicable law with respect to any act to be taken by the Company or matter considered by the Board, the Member agrees that it shall be deemed to have consented to or approved such act or voted on such matter in accordance with a vote of the Board on such act or matter.

(b) Delegation by Board. The Board shall have the power and authority to delegate to one or more other persons the Board's rights and powers to manage and control the business and affairs of the Company, including to delegate to agents and employees of the Member, a Director (as defined below) or the Company (including Officers), and to delegate by a management agreement or another agreement with, or otherwise to, other persons. The Board may authorize any person (including, without limitation, the Member or any Officer or Director) to enter into and perform under any document on behalf of the Company.

(c) Committees. The Board may, from time to time, designate one or more committees, each of which shall be comprised of at least two Directors. Any such committee, to the extent provided in the enabling resolution and until dissolved by the Board, shall have and may exercise any or all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the representatives thereof shall constitute a quorum, and the affirmative vote of a majority of the representatives present shall be necessary for the adoption of any resolution. The Board may dissolve any committee at any time, unless otherwise provided in this Agreement.

Section 9. Establishment of Board of Directors.

(a) Directors. There shall be established a Board of Directors (the "Board") composed of not less than (1) and no more than twenty-one (21) persons as determined from time to time by the Member ("Directors"), each of whom shall be elected by the Member. Any Director may be removed from the Board at any time by the Member. Each Director shall remain in office until his or her death, resignation or removal. In the event of death, resignation or removal of a Director, the party or parties, as applicable, which appointed such Director shall fill the vacancy created. Notwithstanding anything in this Agreement to the contrary, Directors shall

2

not be deemed to be "members" or "managers" (as such terms are defined in the Act) of the Company.

(b) No Individual Authority. No Director has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures or incur any obligations on behalf of the Company or authorize any of the foregoing, other than acts that are authorized by the Board.

( c) Chairman. The Board shall designate a Director to serve as chairman. The chairman shall, unless a majority of Directors present determine otherwise, preside at all meetings of the Board. If the chairman is absent at any meeting of the Board, a majority of the Directors present shall designate another Director to serve as interim chairman for that meeting.

Section 10. Officers. The Member may, from time to time as it deems advisable, designate natural persons as officers of the Company (the "Officers") or successor Officers of the Company and assign titles to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 10 may be revoked at any time by the Member. An Officer may be removed with or without cause at any time by the Member.

Section 11. Advisory Board. The Member may appoint any person or persons to act in an advisory capacity to the Company. Such a group shall be known as the Advisory Board.

Section 12. Capital Contributions. The Member shall make capital contributions to the Company from time to time, which amounts shall be set forth in the books and records of the Company.

Section 13. Transfers of Member Interest. The Member may sell, assign, pledge or otherwise transfer or encumber (collectively, a "Transfer") any of its Limited Liability Company Interest in the Company to any Person so long as such Transfer is in writing.

Section 14. Resignation. The Member shall have the right to resign from the Company so long as such resignation is in writing. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or otherwise.

Section 15. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Member may determine. Distributions shall be made to (and profits and losses of the Company shall be allocated among) the Member.

Section 16. Return of Capital. The Member has the right to receive any distributions which include a return of all or any part of such Member's capital contribution, provided that

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upon the dissolution and winding up of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

Section 17. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act, except the Company shall not be dissolved upon the occurrence of an event that terminates the continued membership of a Member if (i) at the time of the occurrence of such event there are at least two Members of the Company, or (ii) within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of one or more additional Members. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority set forth in Section 18-804 of the Act.

Section 18. Amendments. This Agreement may be amended only upon the written consent of the Member.

Section 19. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 20. Limited Liability. The Member shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act.

Section 21. Exculpation; Indemnification. Neither the Member, the Officers nor any of their respective affiliates or agents (collectively, "Covered Persons") shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member nor the Officer, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Section 22. Banking Matters. The Member and each Officer and any agent or employee of the Company, or other person designated by such Member or Officer is hereby authorized and empowered (A) to (i) establish one or more domestic or international accounts (including but not limited to, depository, checking, disbursement, custodian, or investment accounts, and other accounts as deemed necessary or expeditious for business purposes of the

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Company) ("Accounts"), in the name of the Company with any bank, trust company, savings and loan institution, brokerage firm or other financial institution which said Member or Officer shall from time to time designate as a depository of funds, securities or other property of the Company, for any purpose and on terms and conditions deemed appropriate by such person on behalf of the Company; and (ii) close Accounts of the Company now or hereafter established; and (B) to assign, limit or revoke any and all authority of any agent or employee of the Company, or other person designated by such Member or Officer to (i) sign checks, drafts and orders for the payment of money drawn on the Company's Accounts, and all notes of the Company and all acceptances and endorsements of the Company; (ii) execute or initiate electronic fund transfers; (iii) execute or initiate foreign currency exchange transactions; (iv) execute or initiate the investment of monies; and (v) initiate requests for information for any Account of the Company.

Section 23. Amendment. This Agreement may only be amended by a writing duly signed by the Member.

Section 24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict oflaw rules.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of May 20, 2011.


By:_ rA.. _ _ /._A __ ~ __ •• _.,_"'-__ Thomas P. Gallagher Chairman

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Documents

MIAX PEARL, LLC Form 1 Application - Exhibit C › rules › other › 2016 › exhibit-c-combined.pdfMIAX PEARL Form 1 Exhibit C – Page 4 Audit Committee of Miami International